MASTERPIECE TECHNOLOGY GROUP INC, S-8, 2000-04-24

MASTERPIECE TECHNOLOGY GROUP INC
S-8, 2000-04-24
GOLD AND SILVER ORES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
XXXXXXXXXXX

=====================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------
FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------------------

MASTERPIECE TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)

UTAH
(State or other jurisdiction of incorporation or organization)

91-1793053
(IRS Employer Identification Number)

455 WARDS CORNER ROAD, SUITE 700
LOVELAND, OHIO, 45140
(Address of principal executive offices)

NEWELL D. CRANE, B.S., M.B.A., PH.D.
MASTERPIECE TECHNOLOGY GROUP, INC.
455 WARDS CORNER ROAD, SUITE 700
LOVELAND, OHIO, 45140
(Name and address of agent for service)

(513) 831-6647
(Telephone number, including area code of agent for service)

CONSULTING AGREEMENT
(Full title of the Plan)
-------------------------------------------------------------

COPY TO:
James B. Parsons, P.S.
James B. Parsons
500 108th Avenue NE, Suite 1710
Bellevue, WA 98004

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
the effective date of this Registration Statement.

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------------
Title of Securities Amount Proposed Proposed Amount of
to be registered To be Maximum Maximum Registration
Registered Offering Price Aggregate Fee
Per Share Offering Price
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 268,783 $3.00. $806,349 $212.88
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rue 457 under the Securities Act of 1933.

MASTERPIECE TECHNOLOGY GROUP, INC.

CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-B

FORM S-8 ITEM NUMBER AND CAPTION CAPTION I
PROSPECTUS
-------------------------------- ---------------------
<S> <C>
1. Forepart of Registration Statement and Outside Front Facing Page of Registration
Statement and
Cover Page of Prospectus Cover Page of Prospectus

2. Inside Front and Outside Back Cover Pages of Inside Cover Page of Prospectus
and Outside
Prospectus Cover Page of Prospectus

3. Summary Information, Risk Factors and Ratio of Not Applicable
Earnings to Fixed Charges

4. Use of Proceeds Not Applicable

5. Determination of Offering Price Not Applicable

6. Dilution Not Applicable

7. Selling Security Holders Not Applicable

8. Plan of Distribution Not Applicable

9. Description of Securities to be Registered Consulting Agreement

10. Interest of Named Experts and Counsel Not Applicable

11. Material Changes Not Applicable

12. Incorporation of Certain Information by Reference Information Incorporated by
Reference

13. Disclosure of Commission Position on Indemnification
Indemnification for Securities Act Liabilities

</TABLE>

PROSPECTUS

MASTERPIECE TECHNOLOGY GROUP, INC.
268,783 Shares of Common Stock
($.001 Par Value)

This Prospectus is part of a Registration Statement which registers an
aggregate 268,783 shares of common stock, $.001 par value, common stock of
Masterpiece Technology Group, Inc. (the "Company") which may be issued as set
forth herein to the following named persons:

NAME NUMBER OF SHARES
---- ----------------
James B. Parsons 21,000
Jim Hennig 10,000
Thad Vaughn 10,000
Dan Rivera 205,000
Phil Weis 2,783

On April 7, 2000, a Consulting Agreement was entered into with James B.
Parsons (collecltively, the "Advisors") pursuant to a consulting agreement
(collectively, the "Consulting Agreements"). On April 1, 2000, a Consulting
Agreement was entered into with Jim Hennig (collectively, the "Advisor")
pursuant to a consulting agreement (collectively, the "Consulting Agreements").
On March 17, 2000, a Consulting Agreement was entered into with Thad Vaughn
(collectively, the "Advisors") pursuant to a consulting agreement (collectively,
the "Consulting Agreements"). On April 1, 2000, a Consulting Agreement was
entered into with Dan Rivera (collectively, the "Advisors") pursuant to a
consulting agreement (collectively, the "Consulting Agreements). On March 14,
2000, a Consulting Agreement was entered into with Phil Weiss (collectively, the
"Advisors") pursuant to a consulting agreement (collectively, the "Consulting
Agreements"). The Company has been advised by Advisors that they may sell all
or a portion of their shares of common stock from time to time through
securities brokers/dealers only at current market prices and that no commissions
or compensation will be paid in connection therewith in excess of customary
brokers commissions. Advisors and the brokers and dealers through whom sales of
the shares are made may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended, (the "Securities Act"), and any profits
realized by them on the sale of the shares may be considered to be underwriting
compensation.

No other person is authorized to give any information or make any
representation not contained or incorporated by reference in this Prospectus, in
connection with the offer contained in this Prospectus, and, if given or made,
such other information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.

=====================================================================

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION
TO THE COMPANY IS A CRIMINAL OFFENSE.
=====================================================================

This Prospectus does not constitute an offer to sell or the
solicitation of any offer to buy any security other than the securities covered
by this Prospectus, nor does it constitute an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorized, or in
which the person making such offer or solicitation is not qualified to do so, or
to any person to whom it is unlawful to make such offer or solicitation.

THE DATE OF THIS PROSPECTUS IS APRIL 20, 2000.

TABLE OF CONTENTS

AVAILABLE INFORMATION......................................................1
INFORMATION INCORPORATED BY REFERENCE......................................1
THE COMPANY................................................................2
CONSULTING AGREEMENTS......................................................2
Restrictions Under Securities Laws.........................................3
DESCRIPTION OF CAPITAL STOCK...............................................3
Common Stock...............................................................3
Registrar and Transfer.....................................................3
Dissenters' Rights.........................................................4
Preferred Stock............................................................4
LEGAL MATTERS..............................................................4
STATEMENT OF INDEMNIFICATION...............................................4

AVAILABLE INFORMATION

Masterpiece Technology Group, Inc., (the "Company") is subject to the
requirement to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), and, in accordance therewith, files
reports and other materials with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other materials filed by the
Company can be inspected and copied (at prescribed rates) at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of all or any part of such material may be
obtained from the Commission upon payment of fees prescribed by the Commission.
The Commission maintains a web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of such web site is http://www.sec.gov.

The Company has filed with the Commission a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), with respect to an aggregate of 268,783 shares of the
Company's Common Stock, which will be issued to James B. Parsons (21,000
shares), Jim Hennig (10,000 shares), Thad Vaughn (30,000 shares), Dan Rivera
(205,000 shares), and Phil Weis (2,783 shares) ("Advisors") as consultants of
the Company pursuant to written Consulting Agreements. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
portions of which have been omitted as permitted by the rules and regulations of
the Commission. For further information with respect to the Company and the
shares of the Common Stock offered by this Prospectus, reference is made to the
Registration Statement, including the exhibits thereto. Statements in this
Prospectus as to any document are not necessarily complete, and where any such
document is an exhibit to the Registration Statement or is incorporated by
reference herein, each such statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charges.

INFORMATION INCORPORATED BY REFERENCE

The Company filed an amendment to the Annual Report on Form 10-K on
September 10, 1998. The Company's Form 8-K, Item 5, Other Events, filed October
1, 1998. The Company filed an amendment to the Form 10-Q on October 16, 1998.
The Company's Quarterly Report on Form 10-Q dated November 24, 1998 for the
quarter ended September 30, 1998. The Company's Quarterly Report on Form 10-Q
dated March 5, 1999 for the quarter ended December 31, 1998. The Company's Form
S-8 was filed March 11, 1999. The Company's Form 8-K, Item 5, Other Events,
filed June 10, 1999. The Company's Form 8-K, Item 5, Other Events, filed July
29, 1999. The above referenced reports, which were previously filed with the
Commission are incorporated herein by reference.

All documents filed by the Company pursuant to Section 13, 14 or 15 (d)
of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO
EACH SUCH
TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST
OF SUCH
PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE,
OTHER THAN
OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS SHOULD BE
ADDRESSED TO
TO MR. NEWELL D. CRANE, B.S., M.B.A., PH.D., CEO, MASTERPIECE TECHNOLOGY
GROUP,
INC., 455 WARDS CORNER ROAD, SUITE 700, LOVELAND, OHIO, 45140, TELEPHONE
NUMBER
(513) 831-6647.

THE COMPANY

Masterpiece Technology Group, Inc. (the "Company") is a Utah
Corporation. Prior to October 31, 1997, the Company was a Washington corporation
with offices located in Bellevue and Tacoma, Washington. On October 31, 1997,
the Company merged in a reverse merger transaction into a publicly held company
by the name of US Mining Company, Inc., a Washington corporation. Upon closing
this transaction on November 15, 1997, US Mining Company, Inc. changed its name
to Global Digital Information, Inc. The Board of Directors of US Mining (now The
Company) resigned, and the shareholders elected the current Board of Directors
of the Company. The Company changed its name to Masterpiece Technology Group,
Inc. on June 11, 1999. The Company subsequently merged with Masterpiece Medical,
a Delaware company on June 22, 1999. The current officers of the Company were
reappointed by the Board of Directors.

The Company designs, develops, markets and supports medical document
management systems and personal productivity software which facilitates the
recording, imaging, manipulation, distribution and storage of paper-based
medical information on personal and network computers using Microsoft Windows
and Windows NT operating systems.

In September, 1997, the Company released its flagship product "CaduSys
Medical Record" at the annual Microsoft Healthcare Users Group (MS-HUG)
convention in Las Vegas. The market's immediate and enthusiastic reception of
"CaduSys" has been gratifying. "CaduSys Medical Record" ("CMR") is a state
- - -of-the-art electronic patient record that seamlessly interfaces with existing
medical billing software allowing today's healthcare professional instant
multi-user access to "realtime refreshed" outcome-based patient data. The "CMR"
product is redefining the standard for open architecture, user friendly,
customizable software for electronic patient data in our portion of the $300
billion marketplace for medical information technology. "CaduSys Medical Record"
is a 32-bit, client/server clinical information software package that collects
and stores patient data during the creation of the clinical narrative. The
CaduSys product offers improved quality of care, instant access to patient
charts, reduced information costs, increased revenues, instant outcomes, instant
connectivity, flexibility and ease of use, as well as specific clinical and
medical/legal benefits. "CMR" is sold to health care organizations including,
but not limited to, single and multi-doctor practices, clinics, health care
organizations and small hospitals. The primary target markets are medium to
large medical clinics, Independent Provider Associations, Preferred Provider
Organizations and Health Maintenance Organizations. Annual client savings in
excess of one-half million dollars per installation are attainable in these
target accounts. "CaduSys Medical Record" has been endorsed by Grant Thornton
Management Advisors and, in an unrelated transaction, the company has just
contracted with HealthSouth for the installation of the "CaduSys" product.
CaduSys has recently been renamed to Masterpiece EMR.

The Company's products use peripherals and applications commonly found
on personal and network computers that transform the PC into a personal and
network paper-free office management and productivity software system for large
or small office or home office ("SOHO") medical professionals. Through the use
of multimedia databases, the Company's applications convert paper documents to
digital information for electronic filing, faxing, editing scanning, printing,
sending and retrieving of paper-based documents by electronic mail. All of the
Company's applications employ scanning and image compression engines that
convert scanned or faxed documents and images to editable text compatible with
most word processors and desktop publishers.

The Company's Common Stock trades on the OTC Bulletin Board under the
symbol MPTG.

The Company's address is 455 Wards Corner Road, Suite 700, Loveland,
Ohio, 45140. Its telephone number is (513) 831-6647. Its fax number is (513)
831-5633.

CONSULTING AGREEMENTS

On April 7, 2000, the Company entered into a Consulting Agreement with
Jim Parsons, pursuant to which the Company agreed to issue 21,000 shares
of Common Stock of the Company. Under the terms of the Consulting Agreement,
Jim Parsons will provide (i) advice to the Board, from time to time as it may
request, on matters relating to medical advise; (ii) if requested by the Board,
Advisor will assist the Board with the following: (a) an evaluation of the
company legal status; and (b) directed work as appropriate for the further
development of appropriate legal structures as related to acquisitions and joint
ventures; and (c) such other legal advice to the Board directly related to
industry standards and structures as described above and as may reasonably be
requested by the Board. The term of the Consulting Agreement began on April 7,
2000, and will be effective until March 31, 2001.

On April 1, 2000, the Company entered into a Consulting Agreement with Jim
Hennig, pursuant to which the Company agreed to issue 10,000 shares of Common
Stock of the Company, unrestricted, and 20,000 shares of Rule 144 restricted
stock. Under the terms of the Consulting Agreement, Jim Hennig will provide
(i) advice to the Board, from time to time as it may request, on matters
relating to product development advise; (ii) if requested by the Board, prepare
and deliver to the Board the following documents (collectively, the "Opinions"):
(a) a formal review of the product structure of the Company's medical record
product and practice management product; (b) if requested by the Board, will
participate in product development and planning for our medical records,
practice management and other software modules the company may require; and
(c) will provide such other advice to the Board directly related to the software
development advisory services described above as may reasonably be requested by
the Board. The term of the Consulting Agreement began April 1, 2000, and will
be effective until March 31, 2001.

On March 17, 2000, the Company entered into a Consulting Agreement with
Thad Vaughn, pursuant to which the Company agreed to issue 30,000 shares of
Common Stock of the Company. Under the terms of the Consulting Agreement, Thad
Vaughn will provide information, opinions and reports (Opinions) in connection
with corporate software usage, development and implementation as it may relate
to the Company's DocPrep Studio product and the Company's EMR product. The term
of the Consulting Agreement began on March 17, 2000, and will be effective
until March 17, 2001.

On April 1, 2000, the Company entered into a Consulting Agreement with Dan
Rivera, pursuant to which the Company agreed to issue 205,000 shares of Common
Stock of the Company. Under the terms of the Consulting Agreement, Dan Rivera
will provide strategic and tactical direction and guidance to the Company and
assist the Company in software development. The term of the Consulting
Agreement began on April l, 2000, and will be effective until the date of
delivery of completed product and Services, as specified in Exhibit "A" of the
Consulting Agreement.

On March 14, 2000, the Company entered into a Consulting Agreement with
Phil Weiss, pursuant to which the Company agreed to issue 2,783 shares of Common
Stock of the Company. Under the terms of the Consulting Agreement, Phil Weiss
will (i) provide advice to the Board, from time to time as it may request, on
matters relating to patents; and (ii) conclude the preparation, necessary filing
and all related work as it applies to the Company's Medical Record ERISA patent;
and (iii) if requested by the Board, prepare and deliver to the Board the
following documents: (a) a formal valuation (the "Valuation") of the company
patents; and (b) directed work as appropriate for the further development of
company patents; and (c) such other patent advice to the Board directly related
to industry standard changes and structure as described above and as may
reasonably be requested by the Board.

RESTRICTIONS UNDER SECURITIES LAWS

The sale of any shares of Common Stock acquired under the Consulting
Agreement must be made in compliance with federal and state securities laws.
Officers, directors and 10% or greater stockholders of the Company, as well as
certain other persons or parties who may be deemed to be "affiliates" of the
Company under the Federal Securities Laws, should be aware that resales by
affiliates can only be made pursuant to an effective Registration Statement,
Rule 144 or any other applicable exemption. Officers, directors and 10% and
greater stockholders are also subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934. Section 16(b) of the
Exchange Act generally provides that if an officer, director or 10% and greater
stockholder sold any Common Stock of the Company acquired pursuant to the
exercise of a stock option, he would generally be required to pay any "profits"
resulting from the sale of the stock and receipt of the stock option. The
foregoing is not intended to be a complete statement of applicable law and BJI
should rely on its own legal counsel with respect thereto.

DESCRIPTION OF CAPITAL STOCK

The Company is authorized to issue 20 million shares of Common Stock,
$0.001 par value, and 10 million shares of Preferred Stock. The presently
outstanding shares of Common Stock are fully paid and nonassessable.
There are no shares of Preferred Stock issued and outstanding.

COMMON STOCK

As of December 31, 1999, approximately 2,384,730 shares of Common Stock
were outstanding.

VOTING RIGHTS. Holders of shares of Common Stock are entitled to one
vote per share on all matters submitted to a vote of the shareholders. Shares of
Common Stock do not have cumulative voting rights; accordingly, the holders of a
majority of the shareholder votes eligible to vote and voting for the election
of the Board of Directors can elect all members of the Board of Directors.

DIVIDEND RIGHTS. Holders of record of shares of Common Stock are
entitled to receive dividends when and if declared by the Board of Directors out
of funds of the Company legally available therefor.

LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of
the Company, holders of shares of Common Stock are entitled to receive pro rata
all of the assets of the Company available for distribution to shareholders
after distributions are made to the holders of the Company's Preferred Stock.

Preemptive Rights. Holders of Common Stock do not have any preemptive
rights to subscribe for or to purchase any stock, obligations or other
securities of the Company.

REGISTRAR AND TRANSFER AGENT

The Company's registrar and transfer agent is American Securities
Transfer & Trust, 12039 W. Alameda Parkway, Suite Z-2, Lakewood, Colorado 80228
and their telephone number is (303) 986-5400.

DISSENTERS' RIGHTS

Under current Utah law, a shareholder is afforded dissenters' rights
which, if properly exercised, may require the Company to purchase his shares
dissenters' rights commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales, liquidating
distributions, and certain amendments to the Company's certificate of
incorporation.

PREFERRED STOCK

The Company is also authorized to issue 10 million shares of Preferred
Stock. The Preferred Stock or any series thereof shall have such designations,
preferences and relative, participating, optional or special rights and
qualifications, limitations or restrictions thereof as shall be expressed in the
resolution or resolutions providing for the issue of such stock adopted by the
board of directors and may be made dependent upon facts ascertainable outside
such resolution or resolutions of the board of directors, provided that the
manner in which such facts shall operate upon such designations, preferences,
rights and qualifications, limitations or restrictions of such class or series
of stock is clearly and expressly set forth in the resolution or resolutions
providing for the issuance of such stock by the board of directors.

LEGAL MATTERS

The legality of the securities offered hereby is being passed upon for
the Company by James B. Parsons, P.S., Bellevue, Washington, counsel to the
Company.

STATEMENT OF INDEMNIFICATION

Pursuant to Sections 16-10A-901 thru 16-10A-909 of the Utah Code and
Constitution, the Company has the power to indemnify any person made a party to
any lawsuit by reason of being a director or officer of the Company, or serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
actions suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The documents listed in (a) and (b) below are incorporated by reference
in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.

(a) Amendment to the Annual Report on Form 10-K on September
10, 1998. The Company's Form 8-K, Item 5, Other Events, filed October
1, 1998. The Company filed an amendment to the Form 10-Q on October 16,
1998. The Company's Quarterly Report on Form 10-Q dated November 24,
1998 for the quarter ended September 30, 1998. The Company's Quarterly
Report on Form 10-Q dated March 5, 1999 for the quarter ended December
31, 1998. The Company's Form S-8 filed March 11, 1999. The Company's
Form 8-K, Item 5, Other Events, filed June 10, 1999. The Company's Form
8-K, Item 5, Other Events, filed July 27, 1999. The Company filed the
Annual Report on Form 10-K on November 12, 1999 for the fiscal year
ending March 31, 1999. The Company's Quarterly Report on Form 10-Q
dated November 22, 1999 for the quarter ended June 30, 1999.
The Company's Quarterly Report on Form 10-Q dated November 22, 1999
for the quarter ended September 30, 1999. The above referenced reports,
which were previously filed with the Commission are incorporated herein
by reference.

(b) All other reports filed pursuant to Section 13 or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
Registrant's Form 10-K referred to in (a) above.

Item 5: INTERESTS OF NAMED EXPERTS AND COUNSEL.

None

Item 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(a) Sections 16-10A-901 thru 16-10A-909 of the Utah Code and
Constitution provides that:

Section 16-10A-901 THRU 16-10A-909. INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS; INSURANCE

Section 16-10A-901

(1) "Corporation" includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other transaction in which
the predecessor's existence ceased upon consummation of the transaction.

(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee, fiduciary, or agent of another domestic or foreign corporation or
other person or of an employee benefit plan. A director is considered to be
serving an employee benefit plan at the corporation's request if his duties to
the corporation also impose duties on, or otherwise involve services by, him to
the plan or to participants in or beneficiaries of the plan. "Director"
includes, unless the context requires otherwise, the estate or personal
representative of a director.

(3) "Expenses" include counsel fees.

(4) "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine (including an excise tax
assessed with respect to an employee benefit plan), or reasonable expenses.

(5) "Officer," "employee," "fiduciary," and "agent" include any person
who, while serving the indicated relationship to the corporation, is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee, fiduciary, or agent of another domestic or foreign corporation or
other person or of an employee benefit plan. An officer, employee, fiduciary, or
agent is considered to be serving an employee benefit plan at the corporation's
request if that person's duties to the corporation also impose duties on, or
otherwise involve services by, that person to the plan or participants in, or
beneficiaries of the plan. Unless the context requires otherwise, such terms
include the estates or personal representatives of such persons.

(6) (a) "Official capacity" means:

(i) when used with respect to a director, the office of
director in a corporation; and

(ii) when used with respect to a person other than a director,
as contemplated in Section 16-10a-907, the office in a corporation held
by the officer or the employment, fiduciary, or agency relationship
undertaken by him on behalf of the corporation.

(b) "Official capacity" does not include service for any other
foreign or domestic corporation, other person, or employee benefit plan.

(7) "Party" includes an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.

(8) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal.

Section 16-10A-902

(1) Except as provided in Subsection (4), a corporation may indemnify
an individual made a party to a proceeding because he is or was a director,
against liability incurred in the proceeding if:

(a) his conduct was in good faith; and

(b) he reasonably believed that his conduct was in, or not
opposed to, the corporation's best interests; and

(2) A director's conduct with respect to any employee benefit plan for
a purpose he reasonably believed to be in or not opposed to the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of Subsection (1)(b).

(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.

(4) A corporation may not indemnify a director under this section: (a)
in connection with a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation; or (b) in connection with
any other proceeding charging that the director derived an improper personal
benefit, whether or

not involving action in his official capacity, in which proceeding he was
adjudged liable on the basis that he derived an improper personal benefit.

(5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

Section 16-10A-903

Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was successful, on the merits or otherwise, in the
defense of any proceeding, or in the defense of any claim, issue, or matter in
the proceeding, to which he was a party because he is or was a director of the
corporation, against reasonable expenses incurred by him in connection with the
proceeding or claim with respect to which he has been successful.

Section 16-10A-904

(1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding if:

(a) the director furnishes the corporation a written
affirmation of his good faith belief that he has met the applicable
standard of conduct described in Section 16-10a-902;

(b) the director furnishes to the corporation a written
undertaking, executed personally or on his behalf, to repay the advance
if it is ultimately determined that he did not meet the standard of
conduct; and

(c) a determination is made that the facts then known to those
making the determination would not preclude indemnification under this
part.

(2) The undertaking required by Subsection (1)(b) must be an unlimited
general obligation of the director but need not be secured and may be accepted
without reference to financial ability to make repayment.

(3) Determinations and authorizations of payments under this section
shall be made in the manner specified in Section 16-10a-906.

Section 16-10A-905

Unless a corporation's articles of incorporation provide otherwise, a
director of the corporation who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court, after giving
any notice the court considers necessary, may order indemnification in the
following manner:

(1) if the court determines that the director is entitled to
mandatory indemnification under Section 16-10a-903, the court shall
order indemnification, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to
obtain court-ordered indemnification; and

(2) if the court determines that the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director met the applicable standard
of conduct set forth in Section 16-10a-902 or was adjudged liable as
described in Subsection 16-10a-902(4), the court may order
indemnification as the court determines to be proper, except that the
indemnification with respect to any proceeding in which liability has
been adjudged in the circumstances described in Subsection
16-10a-902(4) is limited to reasonable expenses incurred.

Section 16-10A-906

(1) A corporation may not indemnify a director under Section 16-10a-902
unless authorized and a determination has been made in the specific case that
indemnification of the director is permissible in the circumstances because the
director has met the applicable standard of conduct set forth in Section
16-10a-902. A corporation may not advance expenses to a director under Section
16-10a-904 unless authorized in the specific case after the written affirmation
and undertaking required by Subsections 16-10a-904(1)(a) and (b) are received
and the determination required by Subsection 16-10a-904(1)(c) has been made.

(2) The determinations required by Subsection (1) shall be made:

(a) by the board of directors by a majority vote of those
present at a meeting at which a quorum is present, and only those
directors not parties to the proceeding shall be counted in satisfying
the quorum; or

(b) if a quorum cannot be obtained as contemplated in
Subsection (2)(a), by a majority vote of a committee of the board of
directors designated by the board of directors, which committee shall
consist of two or more directors not parties to the proceeding, except
that directors who are parties to the proceeding may participate in the
designation of directors for the committee;

(i) selected by the board of directors or its
committee in the manner prescribed in Subsection (a) or (b);
or

(ii) if a quorum of the board of directors cannot be
obtained under Subsection (a) and a committee cannot be
designated under Subsection (b), selected by a majority vote
of the full board of directors, in which selection directors
who are parties to the proceeding may participate; or

(d) by the shareholders, by a majority of the votes entitled
to be cast by holders of qualified shares present in person or by proxy
at a meeting.

(3) A majority of the votes entitled to be cast by the holders of all
qualified shares constitutes a quorum for purposes of action that complies with
this section. Shareholders' action that otherwise complies with this section is
not affected by the presence of holders, or the voting, of shares that are not
qualified shares.

(4) Unless authorization is required by the bylaws, authorization of
indemnification and advance of expenses shall be made in the same manner as the
determination that indemnification or advance of expenses is permissible.
However, if the determination that indemnification or advance of expenses is
permissible is made by special legal counsel, authorization of indemnification
and advance of expenses shall be made by a body entitled under Subsection (2)(c)
to select legal counsel.

Section 16-10A-907

Unless a corporation's articles of incorporation provide otherwise:

(1) an officer of the corporation is entitled to mandatory
indemnification under Section 16-10a-903, and is entitled to apply for
court-ordered indemnification under Section 16-10a-905, in each case to
the same extent as a director;

(2) the corporation may indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the corporation to the same
extent as to a director; and

(3) a corporation may also indemnify and advance expenses to
an officer, employee, fiduciary, or agent who is not a director to a
greater extent, if not inconsistent with public policy, and if

provided for by its articles of incorporation, bylaws, general or
specific action of its board of directors, or contract.

Section 16-10A-908

A corporation may purchase and maintain liability insurance on behalf
of a person who is or was a director, officer, employee, fiduciary, or agent of
the corporation, or who, while serving as a director, officer, employee,
fiduciary, or agent of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, fiduciary, or
agent of another foreign or domestic corporation or other person, or of an
employee benefit plan, against liability asserted against or incurred by him in
that capacity or arising from his status as a director, officer, employee,
fiduciary, or agent, whether or not the corporation would have power to
indemnify him against the same liability under Section 16-10a-902, 16-10a-903,
or 16-10a-907. Insurance may be procured from any insurance company designated
by the board of directors, whether the insurance company is formed under the
laws of this state or any other jurisdiction of the United States or elsewhere,
including any insurance company in which the corporation has an equity or any
other interest through stock ownership or otherwise.

Section 16-10A-909

(1) A provision treating a corporation's indemnification of, or advance
for expenses to, directors that is contained in its articles of incorporation or
bylaws, in a resolution of its shareholders or board of directors, or in a
contract (except an insurance policy) or otherwise, is valid only if and to the
extent the provision is not inconsistent with this part. If the articles of
incorporation limit indemnification or advance of expenses, indemnification and
advance of expenses are valid only to the extent not inconsistent with the
articles of incorporation.

(2) This part does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with the director's appearance as
a witness in a proceeding at a time when the director has not been made a named
defendant or respondent to the proceeding.

(b) Section 16-7-3 of the Utah Code and Constitution provides that:

SECTION 16-7-3. CONTENTS OF ARTICLES OF INCORPORATION

The articles of incorporation shall specify:

(1) The name of the corporation by which it shall be known.

(2) The object of the corporation.

(3) The estimated value of the property at the time of the
making of articles of incorporation.

(4) The title of the person making such articles.

No director of this corporation shall be liable to the
corporation for monetary damages for an act or omission occurring in
the director's capacity as a director, except to the extent the
statutes of the State of Utah expressly provided that the director's
liability may not be eliminated or limited. Any repeal or amendment of
this paragraph that increases the liability of a director shall be
prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the corporation existing at the
time of such repeal or amendments.

Item 8: EXHIBITS

The following documents are filed as Exhibits to this Registration
Statement:

4 -- Consulting Agreements

5 -- Opinion of James B. Parsons, P.S. as to the validity of
the shares being registered.

24.1 -- Consent of James B. Parsons, P.S. (included in Exhibit
5)

25 -- Power of Attorney (following signature page of
Registration Statement)

Item 9: UNDERTAKINGS

The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Loveland, State of Ohio, on the 20th day of
April, 2000.

MASTERPIECE TECHNOLOGY GROUP, INC. MASTERPIECE TECHNOLOGY
GROUP, INC..

By /s/ Newell D. Crane By: /s/ Margaret Crane
------------------------------------- --------------------------------
Newell D. Crane, B.S., M.B.A., Ph.D., Margaret Crane, B.A.,
and Chief Executive Officer M.B.A., Vice President

<PAGE> 1

EXHIBIT 4

Masterpiece Technology Group, Inc.
455 Wards Corner Road ~ Loveland, Ohio 45140 ~ 513-831-6647 ~ FAX 513-831-5633

Mr. Jim Parsons April 7, 2000
500 108th Avenue NE
Suite 1710
Bellevue, WA 98004

Dear Mr. Parsons,

The purpose of this letter is to confirm Jim Parsons ("Advisor") the
appointment by the Board of Directors to act as legal advisor to MTG in
connection with Company issues relating to SEC filing requirements, corporate
documents, merger documents and other matters as may relate to corporate legal
concerns. The board also confirms that the Advisor is being retained hereunder
by and solely for the benefit of the Board of MTG and not by any third parties,
including the Company's shareholders. In connection with our engagement the
Advisor will provide the following services:

(a) will provide advice to the Board, from time to time as it may request,
on matters relating to corporate legal matters;

(b) if requested by the Board, Advisor will assist the Board with the
following:

(i) a evaluation of the company legal status; and
(ii) directed work as appropriate for the further development of
appropriate legal structures as related to acquisitions and joint ventures; and
(iii) Advisor will provide such other legal advice to the Board
directly related to industry standards and structures as described above and as
may reasonably be requested by Board.

1. The Opinions will be prepared in accordance with the professional judgment
of the Advisor and will comply with applicable securities law requirements. The
Advisor and its counsel will discuss with the Board and its counsel policy
requirements before delivering the Opinions. Any advice or opinions (including
the Opinions) to be provided by us hereunder will be made subject to and will be
based upon such limitations, qualifications and reservations as the Advisor, in
its judgment, deems necessary or prudent in the circumstances.

2. None of the Opinions or any of our other oral or written opinions or advice,
(including the contents of any materials provided by the Advisor and any oral or
written presentation to the Board made by the Advisor) in connection with this
engagement is to be used, reproduced, published or distributed in whole or in
part to any third party without the prior written consent of the Advisor (except
as required by applicable securities law requirements and then only after
consultation with the Advisor). Such consent will extend only to the disclosure
of the specific Opinion in the particular document as described in the consent,
and will not extend to any subsequent disclosure in any other document needed
for circulation. Any document prepared by or on behalf of the Board will be in
form and substance satisfactory to the Advisor and its counsel and will be
provided to the Advisor and its counsel for review.

3. You and the Board further acknowledge that you and the Board, respectively,
will use your best efforts to ensure that all information concerning the Company
and the candidate will be provided to us, directly or indirectly, orally or in
writing, by you or your respective agents and advisors in connection with the
Opinions will be accurate and complete in all material respects and will not be
misleading in any material respect.

4. In connection with the performance of legal advisory services hereunder,
Advisor will keep confidential and will use only for the purpose of performing
the services described herein all information, whether written or oral, acquired
from the Board and the Company in connection with our work hereunder, except:
(iv) information which was available to the public prior to the engagement or
which thereafter becomes available to the public other than through a breach by
parties of obligations hereunder; (v) information which was known to Advisor
prior to the engagement; and (vi) information which Advisor is required to
disclose by law (including applicable securities law requirements) or in
connection with legal process or legal or regulatory proceedings. Advisors
obligation under this section will survive the completion of this engagement.

5. The Company will provide to Advisor current drafts and final copies, as
soon as they become available, of all disclosure documents filed or to be filed
by or on behalf of the Company. However, the Advisor will have no responsibility
for the form or content of the documentation, other than with respect to the
Opinions or summaries thereof, and the description of our services undertaken
pursuant to the terms of this engagement letter. Advisor will be entitled at any
time to withdraw, amend or supplement the Opinions in the event that Advisor
reasonably concludes that there has been a material change in the factors upon
which such Opinions are based and that, accordingly, there has been a material
change in the Valuation following the dates thereof and prior to the completion
of the acquisition.

6. In consideration for our services hereunder, the Company will pay the
Advisor Twenty One Thousand Shares (21,000) of MTG stock.

7. The Company agrees to indemnify and hold the Advisor to the fully extent
permitted by law, harmless from and against any and all losses, claims, actions,
suits, proceedings, damages, liabilities or expenses of whatsoever nature or
kind (collectively, "Losses"), to which an Indemnified Party may become subject
by reason of the performance of professional services rendered hereunder.

8. If Advisor is requested to perform services in addition to those described
above, the terms and conditions relating to such services will be outlined in a
separate letter agreement and the fees for such services will be negotiated
separated and in good faith and will be consistent with fees paid for similar
services.

9. The term of this agreement will be for a period beginning as of the date of
your acceptance of this Agreement and ending on March 31, 2001.

10. This Agreement will be governed by and construed in accordance with the
laws of the State of Ohio.

11. The invalidity or unenforceability of any provision of this Agreement will
not affect the validity or unenforceability of any other provisions of this
Agreement.

12. The Agreement resulting from acceptance of this letter constitutes the
entire agreement between the parties with respect to the services described
herein and supersedes any prior agreements or understandings made between the
parties with respect thereto. No modification or amendment to this Agreement
will be valid or binding unless set forth in writing and duly executed by the
parties hereto.

If the foregoing correctly reflects the basis upon which the Company agrees to
retain the Advisor, please sign and return one copy of this Agreement to us.

/s/ Newell Crane /s/ Jim Parsons
Newell Crane, CEO Jim Parsons, Advisor
Masterpiece Technology Group, Inc.

<PAGE>

Masterpiece Technology Group, Inc.
455 Wards Corner Road ~ Loveland, Ohio 45140 ~ 513-831-6647 ~ FAX 513-831-5633

Mr. Jim Hennig
12 Meadow Lane
Verona, NJ 07044

Dear Mr. Hennig

The purpose of this letter is to confirm Mr. Jim Hennig ("Advisor") the
appointment by the Board of Directors of Masterpiece Technology Group, Inc.
("MTG"), for you to act as technical product advisor to MTG in connection with
the various company products. We also confirm our understanding and agreement
that the Advisor is being retained hereunder by and solely for the benefit of
the Board of MTG and not by any third parties, including the Company's
shareholders. In connection with our engagement as the Company's advisor
as related to the acquisition proposal, the Advisor will provide the following
services:

(a) will provide advice to the Board, from time to time as it may request,
on matters relating to product development advice;

(b) if requested by the Board, Advisor will prepare and deliver to the
Board the following documents (collectively, the "Opinions"):

(i) a formal review of the product structure of the Company's medical
record product and practice management product;

(ii) if requested by the Board, we will participate in product development
and planning for our medical records, practice management and other software
modules the company may require; and;

(iii) will provide such other advice to the Board directly related to the
software development advisory services described above as may reasonably be
requested by the Board.

1. The Opinions will be prepared in accordance with the professional judgment
of the Advisor and will comply with applicable securities law requirements. The
Advisor will discuss with the Board and its counsel policy requirements before
delivering the Opinions. Any advice or opinions (including the Opinions) to be
provided by us hereunder will be made subject to and will be based upon such
limitations, qualifications and reservations as the Advisor, in its judgment,
deems necessary or prudent in the circumstances.

3. You and the Board further acknowledge that you and the Board, respectively,
will use your best efforts to ensure that all information concerning the Company
provided to you, directly or indirectly, orally or in writing or by you or your
respective agents and advisors in connection with the Opinions will be accurate
and complete in all material respects and will not be misleading in any material
respect.

4. In connection with the performance of advisory services hereunder, Advisor
will keep confidential and will use only for the purpose of performing the
services described herein all information, whether written or oral, acquired
from the Board and the Company in connection with our work hereunder, except:
(iv) information which was available to the public prior to the engagement or
which thereafter becomes available to the public other than through a breach by
parties of obligations hereunder; (v) information which was known to Advisor
prior to the engagement; and (vi) information which Advisor is required to
disclose by law (including applicable securities law requirements) or in
connection with legal process or legal or regulatory proceedings. Advisors
obligation under this section will survive the completion of this engagement.

6. In consideration for our services hereunder, the Company will pay the
Advisor Ten Thousand Shares (10,000) of MTG free trading stock.

8. The term of this agreement will be for a period beginning as of the date
of your acceptance of this Agreement and ending on March 31, 2001.

10. This Agreement will be governed by and construed in accordance with the
laws of the State of Utah.

11. The invalidity or unenforceability of any provision of this Agreement will
not affect the validity or unenforceability of any other provisions of this
Agreement.

If the foregoing correctly reflects the basis upon which the Company agrees to
retain the Advisor, please sign and return one copy of this Agreement to us.

/s/ Newell Crane /s/ Jim Hennig
Newell Crane, CEO Mr. Jim Hennig, Advisor
Masterpiece Technology Group, Inc.

<PAGE>
Masterpiece Technology Group, Inc.
455 Wards Corner Road ~ Loveland, Ohio 45140 ~ 513-831-6647 ~ FAX 513-831-5633

Mr. Thad Vaughn March 17, 2000
21416 SE 284th Street
Kent, Washington 98042-8541

Dear Mr. Vaughn,

The purpose of this letter is to confirm Mr. Thad Vaughn ("Advisor") the
appointment by the Board of Directors to act as Advisor to MTG to provide
information, opinions and reports (Opinions) in connection with corporate
software usage, development and implementation as it may relate to the Company's
DocPrep Studio product and the Company's EMR product. The board also confirms
that the Advisor is being retained hereunder by and solely for the benefit of
the Board of MTG and not by any third parties, including the Company's
shareholders. In connection with the engagement as the Company's advisor as
related to the Opinions, the Advisor agrees to comply with the following
considerations:

1. The Opinions will be prepared in accordance with the professional judgment
of the Advisor and will comply with applicable securities law requirements. The
Advisor will discuss with the Board and its counsel policy requirements before
delivering the Opinions. Any advice or opinions (Opinions) to be provided to the
Company hereunder will be made subject to and will be based upon such
limitations, qualifications and reservations as the Advisor, in his judgment,
deems necessary or prudent in the circumstances.

2. You and the Board further acknowledge that you and the Board, respectively,
will use best efforts to ensure that all information concerning the Company
provided to you by us, directly or indirectly, orally or in writing or to the
Company from you or your respective agents and advisors in connection with the
Opinions will be accurate and complete in all material respects and will not be
misleading in any material respect.

3. In connection with the performance of the advisory services hereunder,
Advisor will keep confidential and will use only for the purpose of performing
the services described herein all information, whether written or oral, acquired
from the Board and the Company in connection with our work hereunder, except:
(iv) information which was available to the public prior to the engagement or
which thereafter becomes available to the public other than through a breach by
parties of obligations hereunder; (v) information which was known to Advisor
prior to the engagement; and (vi) information which Advisor is required
to disclose by law (including applicable securities law requirements) or in
connection with legal process or legal or regulatory proceedings. Advisors
obligation under this section will survive the completion of this engagement.

4. The Company will provide to Advisor all appropriate drafts, as soon as they
become available, of all disclosure documents filed or to be filed by or on
behalf of the Company. However, the Advisor will have no responsibility for the
form or content of the documentation, other than with respect to the Opinions or
summaries thereof, and the description of our services undertaken pursuant to
the terms of this engagement letter. Advisor will be entitled at any time to
withdraw, amend or supplement the Opinions in the event that Advisor reasonably
concludes that there has been a material change in the factors upon which such
Opinions are based.

5. In consideration for the services hereunder, the Company will pay the
Advisor Thirty Thousand Shares (30,000) of MTG free trading stock.

6. The Company agrees to indemnify and hold the Advisor to the fully extent
permitted by law, harmless from and against any and all losses, claims, actions,
suits, proceedings, damages, liabilities or expenses of whatsoever nature or
kind (collectively, "Losses"), to which an Indemnified Party may become subject
by reason of the performance of professional services rendered hereunder.

7. If Advisor is requested to perform services in addition to those described
above, the terms and conditions relating to such services will be outlined in a
separate letter agreement and the fees for such services will be negotiated
separated and in good faith and will be consistent with fees paid for similar
services.

8. The term of this agreement will be for a period beginning as of the date of
your acceptance of this Agreement and ending on March 17, 2001.

9. This Agreement will be governed by and construed in accordance with the
laws of the State of Ohio.

10. The invalidity or unenforceability of any provision of this Agreement will
not affect the validity or unenforceability of any other provisions of this
Agreement.

11. The Agreement resulting from acceptance of this letter constitutes the
entire agreement between the parties with respect to the services described
herein and supersedes any prior agreements or understandings made between the
parties with respect thereto. No modification or amendment to this Agreement
will be valid or binding unless set forth in writing and duly executed by the
parties hereto.

If the foregoing correctly reflects the basis upon which the Company agrees to
retain the Advisor, please sign and return one copy of this Agreement to us.

/s/ Newell Crane /s/ Thad Vaughn
Newell Crane, President & CEO Thad Vaughn, Advisor

March 17, 2000 March 22, 2000
Dated Dated

<PAGE>

CONSULTING AGREEMENT

THIS AGREEMENT is entered into as of the 1st day of April, 2000 by and between
Masterpiece Technology Group, Inc., a corporation organized and existing under
the laws of the State of Utah having its principal place of business at 455
Wards Corner Road, Loveland, OH 45140, ("Company") and R. Daniel Rivera, an
individual with a principal address at 1068 Cedar St, Port Townsend, WA 98368
("Consultant").

WITNESSETH:

In consideration of the premises and mutual covenants hereinafter contained, the
parties hereto agree as follows:

1. THE SERVICES

The Consultant agrees to provide strategic and tactical direction and guidance
to the Company and assist the Company in software development.

2. WORK FOR HIRE

a. It is the intention of the parties hereto that all rights, including
without limitation copyright and with the sole exception provided in
Paragraph 4 below, in any reports, surveys, marketing promotional and
collateral materials prepared by the Consultant pursuant to the terms of this
Agreement, or otherwise for Company (hereinafter "the Work") vest in Company.
The parties expressly acknowledge that the Work was specially ordered or
commissioned by Company, and further agree that it shall be considered a "Work
Made for Hire" within the meaning of the copyright laws of the United States and
that Company is entitled, as author and with the sole exception provided in
Paragraph 4 below, to the copyright and all other rights therein, throughout the
world, including, but not limited to, the right to make such changes therein and
such uses thereof, as it may determine in its sole and absolute discretion.

b. If, for any reason, the Work is not considered a work made for hire
under the copyright law, then, except as provided in Paragraph 4 below, the
Consultant hereby grants and assigns to Company, its successors and assigns, all
of its rights, title, and interest in and to the Work, including, but not
limited to, the copyright therein throughout the world (and any renewal,
extension or reversion copyright now or hereafter provided), and all other
rights therein of any nature whatsoever, whether now known or hereafter devised,
including, but not limited to the right to make such changes therein, and such
uses thereof, as Company may determine.

3. INTELLECTUAL PROPERTY

Notwithstanding the provisions of Paragraph 3 above, Consultant hereby retains
the sole and exclusive right, title and interest in any intangible marketing or
business thought, concept, idea, method or process arising out of Consultant's
engagement with the Company pursuant to this Agreement.

4. PROPRIETARY INFORMATION

a. For purposes of this Agreement, "proprietary information" shall mean
any information relating to the business of Company or any entity in which
Company has a controlling interest and shall include (but shall not be limited
to) information encompassed in all drawings, designs, programs, plans,
formulas, proposals, marketing and sales plans, financial information, costs,
pricing information, customer information, and all methods, concepts or ideas in
or reasonably related to the business of Company.

b. Consultant agrees to regard and preserve as confidential, all proprietary
information, whether Consultant has such information in memory or in writing or
other physical form. Consultant shall not, without written authority from
Company to do so, directly or indirectly, use for the benefit or purposes, nor
disclose to others, either during the term of its engagement hereunder or
thereafter, except as required by the conditions of Consultant's engagement
hereunder, any proprietary information.

c. Consultant shall not disclose any reports, recommendations, conclusions
or other results of the Services or the existence or the subject matter of this
contract without the prior written consent of Company. In Consultant's
performance hereunder, Consultant shall comply with all legal obligations it may
now or hereafter have respecting the information or other property of any other
person, firm or corporation.

d. The Consultant expressly agrees that the covenants set forth in this
Paragraph are being given to Company in connection with the engagement of the
Consultant by Company and that such covenants are intended to protect Company
against the competition by the Consultant, within the terms stated, to the
fullest extent deemed reasonable and permitted in law and equity. In the event
that the foregoing limitations upon the conduct of the Consultant are beyond
those permitted by law, such limitations, both as to time and geographical area,
shall be, and be deemed to be, reduced in scope and effect to the maximum
extent permitted by law.

e. The foregoing obligations of this Paragraph shall not apply to any part of
the information that (i) has been disclosed in publicly available sources of
information, (ii) is, through no fault of the Consultant, hereafter disclosed in
publicly available sources of information, (iii) is now in the possession of
Consultant without any obligation or confidentiality, or (iv) has been or is
hereafter lawfully disclosed to Consultant by any third party, but only to the
extent that the use or disclosure thereof has been or is rightfully authorized
by that third party.

5. INJUNCTIVE RELIEF.

Consultant acknowledges that the injury to Company resulting from any
violation by it of any of the covenants contained in this Agreement will be of
such a character that it cannot be adequately compensated by money damages, and,
accordingly, Company may, in addition to pursuing its other remedies, obtain an
injunction from any court having jurisdiction of the matter restraining any
such violation; and no bond or other security shall be required in connection
with such injunction.

6. FEES AND REIMBURSEMENT OF CERTAIN EXPENSES

a. Company shall pay Consultant a consulting fee equal to two
hundred thousand (200,000) shares of unrestricted stock of the Company upon
signing of this Agreement. This stock will be used to pay development and
clinic staff for services attached as Exhibit "A" hereto, incorporated herein by
this reference.

b. In addition to the payment referred to in Section 6.a. above,
Company shall pay Consultant a consulting fee equal to five thousand (5,000)
shares of unrestricted stock of the Company upon signing of this Agreement, for
purchase of computer hardware and software required to complete the services
outlined in Exhibit "A" (the "Services"). Company shall pay Consultant a bonus
equal to ten thousand shares (10,000) of unrestricted stock of the
Company if the Services are completed within six months receipt of stock as
outlined in Section 6.a. of this Agreement. Company shall pay Consultant a
bonus equal to ten thousand shares (10,000) unrestricted stock of the Company
for each set of fifty (50) clinical templates delivered within six months of
signing of the Agreement.

c. It is the intention of the Consultant to use the stock of the
Company to pay for consulting costs and for sub-consultants. If, at the time
of the substantial completion and delivery by Consultant to the Company of the
Services, the value of the stock received pursuant to Section 6.a. above (as
stated in the bid price at the close of the trading day upon delivery of the
Services), plus the gross proceeds from the sale of any stock received pursuant
to Section 6.a. above sold prior to completion and delivery, is less than
$600,000, the Company will issue additional shares to Consultant equaling the
difference.

d. The list of Services that will be performed pursuant to this
Contract is attached as Exhibit "A" hereto, incorporated herein by this
reference.

e. The Consultant shall provide to the Company on the first day of
every month an outline as to the Services that will be performed that month.
Within ten (10) days from the end of each and every month, Consultant will
provide to Company a statement as to the work that was performed for the prior
month.

f. If in reviewing the statements made by the Consultant to the
Company that are required within ten (10) days after the close of a business
month, Company determines that Consultant is not making sufficient progress in
order to complete work for which Consultant was hired within a reasonable time,
the Company will give written notice to Consultant. Consultant shall have
fifteen (15) days to complete the work required and provide further reports to
the Company.

7. BENEFITS

The Consultant, as an independent contractor, shall not be entitled to any other
benefits other than the fees and reimbursement of expenses provided under
Paragraph 2 of this Agreement.

8. DUTY TO REPORT INCOME

The Consultant acknowledges and agrees that it is an independent contractor and
not an employee of the Company and that it is Consultant's sole obligation to
report as income all compensation received from Company pursuant to this
Agreement. The Consultant further agrees that the Company shall not be
obligated to pay withholding taxes, social security, unemployment taxes,
disability insurance premiums, or similar items, in connection with any
payments made to the Consultant pursuant to the terms of this Agreement.

9. TERM

This Agreement shall be effective beginning as of 1st day of April 2000, and
shall continue until date of delivery of completed product and Services, as
specified in Exhibit "A"; provided, however, that either Company or Consultant
may terminate this Agreement in whole or in part at any time upon thirty (30)
days' written notice to the other party. In the event of termination or upon
expiration of this Agreement, Consultant shall return to Company any and
all equipment, documents or materials, and all copies made thereof, which
Consultant received from Company for the purposes of this Agreement and the
Company shall pay to Consultant the amounts provided in Paragraph 2 hereof
through the date of such termination or expiration.

10. INDEMNIFICATION

The Consultant shall indemnify and save Company harmless from and against
all claims arising in favor of any person, firm or corporation on account of
personal injury or property damage in any way resulting from the improper or
illegal acts of Consultant, its employees or agents. The foregoing indemnity
shall include all costs incurred by Company, including reasonable attorneys'
fees.

11. NOTICES

All notices and billings shall be in writing and sent via first class mail to
the respective addresses of the parties set forth at the beginning of this
Agreement or to such other address as any party may designate by notice
delivered hereunder to the other party.

12. GENERAL

A. The terms and conditions of Paragraphs 3, 4, 5 and 6 hereof shall survive
the termination of this Agreement or completion of the Services as the case may
be.

B. Neither the Company nor Consultant shall assign this Agreement or delegate
its duties hereunder and shall not subcontract any of the Services to be
performed hereunder without the prior written consent of the other party hereto.

C. Consultant shall perform the Services as an independent contractor and
shall not be considered an employee of Company or Partner, joint venturer or
otherwise related to Company for any purpose.

D. This Agreement shall be governed by the laws of the State of Washington.

E. This Agreement constitutes the entire understanding between Consultant and
Company respecting the Services described herein. The terms and conditions of
any purchase order shall have no effect upon this Agreement and shall be used
for accounting purposes only.

F. The failure of either party to exercise its rights under this Agreement
shall not be deemed to be a waiver of such rights or a waiver of any subsequent
breach.

G. Any delay or nonperformance of any provision of this Agreement caused by
conditions beyond the reasonable control of the performing party shall not
constitute a breach of this Agreement, provided that the delayed party has taken
reasonable measures to notify the other of the delay in writing. The delayed
party's time for performance shall be deemed to be extended for a period equal
to the duration of the conditions beyond its control."Conditions beyond a
party's reasonable control" include, but are not limited to, natural disasters,
acts of government after the date of the Agreement, power failure, fire, flood,
acts of God, labor disputes, riots, acts of war and epidemics. Failure of
subcontractors and inability to obtain materials shall not be considered a
condition beyond a party's reasonable control.

H. Non-Solicitation of Consultant's Employees: Company agrees not to knowingly
hire or solicit Consultant's employees during performance of this Agreement and
for a period of two years after termination of this Agreement without
Consultant's written consent.

I. Mediation and Arbitration: If a dispute arises under this Agreement, the
parties agree to first try to resolve the dispute with the help of a mutually
agreed-upon mediator in King County, Washington. Any costs and fees other than
attorney fees associated with the mediation shall be shared equally by the
parties. If the dispute is not resolved through mediation, the parties agree to
submit the dispute to binding arbitration in King County, Washington under the
rules of the American Arbitration Association. Judgment upon the award rendered
by the arbitrator may be entered in any court with jurisdiction to do so.

J. Attorney Fees: If any legal action is necessary to enforce this Agreement,
the prevailing party shall be entitled to reasonable attorney fees, costs and
expenses.

K. Complete Agreement: This Agreement together with all exhibits, appendices
or other attachments, which are incorporated herein by reference, is the sole
and entire Agreement between the parties. This Agreement supersedes all prior
understandings, agreements and documentation relating to such subject matter.
In the event of a conflict between the provisions of the main body of the
Agreement and any attached exhibits, appendices or other materials, the
Agreement shall take precedence. Modifications and amendments to this
Agreement, including any exhibit or appendix hereto, shall be enforceable
only if they are in writing and are signed by authorized representatives of both
parties.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

MASTERPIECE TECHNOLOGY GROUP, INC.

By: Newell Crane
Its: President & CEO
Signature: /s/ Newell Crane

CONSULTANT

Signature: /s/ R. Daniel Rivera
Printed Name: R/ Daniel Rivera

<PAGE>

Masterpiece Technology Group, Inc.
455 Wards Corner Road ~ Loveland, Ohio 45140 ~ 513-831-6647 ~ FAX 513-831-5633

Mr. Phil Weiss March 14, 2000
500 Old Country Road
Suite 305
Garden City, NY 11530

Dear Mr. Weiss,

The purpose of this letter is to confirm Phil Weiss ("Advisor") the appointment
by the Board of Directors to act as patent counsel advisor to MTG in connection
with patents filed, pending patents and future patents in the United States and
elsewhere. The board also confirms that the Advisor is being retained hereunder
by and solely for the benefit of the Board of MTG and not by any third parties,
including the Company's shareholders. In connection with our engagement as the
Company's advisor as related to the patent advise, the Advisor will provide the
following services:

(a) will provide advice to the Board, from time to time as it may
request, on matters relating to patents; and

(b) will conclude the preparation, necessary filing and all related work
as it applies to the Company's Medical Record ERISA patent; and

(i) a formal valuation (the "Valuation") of the company patents; and
(ii) directed work as appropriate for the further development of
company patents; and
(iii) Advisor will provide such other patent advice to the Board
directly related to industry standard changes and structure as described above
and as may reasonably be requested by the Board.

2. None of the Opinions or any of our other oral or written opinions or
advice, (including the contents of any materials provided by the Advisor and any
oral or written presentation to the Board made by the Advisor) in connection
with this engagement is to be used, reproduced, published or distributed in
whole or in part to any third party without the prior written consent of the
Advisor (except as required by applicable securities law requirements and then
only after consultation with the Advisor). Such consent will extend only to the
disclosure of the specific Opinion in the particular document as described in
the consent, and will not extend to any subsequent disclosure in any other
document needed for circulation. Any document prepared by or on behalf of the
Board will be in form and substance satisfactory to the Advisor and its counsel
and will be provided to the Advisor and its counsel for review.

4. In connection with the performance of patent advisory services hereunder,
Advisor will keep confidential and will use only for the purpose of performing
the services described herein all information, whether written or oral, acquired
from the Board and the Company in connection with our work hereunder, except:
(iv) information which was available to the public prior to the engagement or
which thereafter becomes available to the public other than through a breach by
parties of obligations hereunder; (v) information which was known to Advisor
prior to the engagement; and (vi) information which Advisor is required to
disclose by law (including applicable securities law requirements) or in
connection with legal process or legal or regulatory proceedings. Advisors
obligation under this section will survive the completion of this engagement.

6. In consideration for our services hereunder, the Company will pay the
Advisor Two Thousand Seven Hundred and Eighty Three Shares (2,783) of MTG free
trading stock.

9. The term of this agreement will be for a period beginning as of the date of
your acceptance of this Agreement and ending on March 15, 2000.

10. This Agreement will be governed by and construed in accordance with the
laws of the State of Ohio.

11. The invalidity or unenforceability of any provision of this Agreement will
not affect the validity or unenforceability of any other provisions of this
Agreement.

If the foregoing correctly reflects the basis upon which the Company agrees to
retain the Advisor, please sign and return one copy of this Agreement to us.

_________________________ _________________________
Newell Crane, CEO Phil Weiss, Advisor
Masterpiece Technology Group, Inc.

<PAGE> 1

EXHIBIT
5

JAMES B.
PARSONS, P.S.
500 108th Avenue
NE, Suite 1710
Bellevue, WA
98004
(425)
451-8036
(425) 451-8568
(fax)

March 8,
2000

Board of Directors
Masterpiece Technology Group,
Inc.
455 Wards Corner Road, Suite
700
Loveland, Ohio, 45140

Dear Gentlemen:

In my capacity as counsel
for Masterpiece technology
Group, Inc. (the
"Company"), I have participated
in the corporate proceedings
relative to the
authorization and issuance by
the Company of a maximum of
15,000 shares of
common stock pursuant to the
Consulting Agreements as set
out and described in
the Company's Registration
Statement on Form S-8 (File
No. 333-74231) under the
Securities Act of 1933 (the
"Registration Statement"). I
have also participated
in the preparation and filing of
the Registration Statement.

Based upon the foregoing
and upon my examination of
originals (or
copies certified to our
satisfaction) of such corporate
records of the Company
and other documents as I have
deemed necessary as a basis for
the opinions
hereinafter expressed, and
assuming the accuracy and
completeness of all
information supplied me by the
Company, having regard for the
legal
considerations which I deem
relevant, I am of the opinion
that:

(1) The Company is a
corporation duly organized and
validly existing
under the laws of the State of
Utah;

(2) The Company has
taken all requisite corporate
action and all action
required by the laws of the State
of Utah with respect to the
authorization,
issuance and sale of common
stock to be issued pursuant to
the Registration
Statement;

(3) The maximum of
15,000 shares of common stock,
when issued and
distributed pursuant to the
Registration Statement, will be
validly issued,
fully paid and nonassessable.

I hereby consent to the use
of this opinion as an exhibit to
the
Registration Statement and to
the references to my firm in the
Registration
Statement.

Yours very truly,

JAMES B. PARSONS, P.S.

/s/ James B. Parsons
- - ----------------------------

<PAGE> 1
EXHIBIT
25

POWER
OF ATTORNEY

Each of the undersigned
hereby authorizes Newell D.
Crane, B.S.,
M.B.A., Ph.D. as his
attorney-in-fact to execute in
the name of such person and
to file such amendments
(including post-effective
amendments) to this
Registration Statement as the
Registrant deems appropriate
and appoints such
person as attorney-in-fact to
sign on his behalf individually
and in each
capacity stated below and to file
all amendments, exhibits,
supplements,
post-effective amendments and
acceleration requests to this
Registration
Statement.

Pursuant to the
requirements of the Securities
Act of 1933, the
Registration Statement has been
signed by the following persons
in the
capacities and on the dates
indicated:
<TABLE>
<CAPTION>

SIGNATURE
CAPACITY
DATE
<S>
<C> <C>
/s/ Newell D. Crane
Director
March 9, 2000
- - ------------------------------------
Newell D. Crane, B.S., M.B.A.,
Ph.D.

/s/ Margaret Crane
Director
March 9, 2000

- - ------------------------------------
Margaret Crane, M.B.A.

/s/Jeffrey Beneson
Director
March 9, 2000
- - ------------------------------------
Jeffrey Beneson

</TABLE>