Nevtah Capital Management Corp, et al. – ‘SC 13D’ on 5/1/01 re: Nevtah Capital Management Corp

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             24     78K 

Document Table of Contents

SC 13D
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
 TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
 RULE 13d-2(a)

 NEVTAH CAPITAL MANAGEMENT CORPORATION
(Name of Issuer)

Common Stock -- par value $0.001
(Title of Class of Securities)

 922485206
(CUSIP Number)

Diane D. Dalmy, Esq.
 8965 W. Cornell Place
Lakewood, Colorado 80227
303.985.9324
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

July 3, 2000
 (Date of Event Which Requires Filing of This Statement)

  If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing 
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the         
following box [ ].                                                              

   Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d- 7(b)for other
parties to whom copies are to be sent.                                          

(Continued on following pages)

 (Page 1 of 7 Pages)

-------------------                                                             
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which would 
alter disclosures provided in a prior cover page.                               

The information required on the remainder of this cover page shall be 
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 or otherwise subject to the liabilities of that section of the Act  
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

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SCHEDULE 13D

--------------------------                      --------------------------      
CUSIP No.   922485206                             Page 2  of 7    Pages         
--------------------------                      --------------------------      
--------------------------------------------------------------------------      
1       NAME OF REPORTING PERSON:           Daniel Kesonen                      
S.S. OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON: n/a           
--------------------------------------------------------------------------      
2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) [ ]      
                                                             (b) [ ]
--------------------------------------------------------------------------      
3       SEC USE ONLY                                                            

--------------------------------------------------------------------------      
4       SOURCE OF FUNDS                     ACCRUED DEBT/INTEREST               
--------------------------------------------------------------------------      
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT      
      TO ITEMS 2(d) or 2(e)                                     [  ]
--------------------------------------------------------------------------      
6       CITIZENSHIP OR PLACE OF ORGANIZATION                                    
United States                                                   
--------------------------------------------------------------------------      
7      SOLE VOTING POWER    
                  1,842,500 Shares of Common Stock
  NUMBER OF      ---------------------------------------------------
SHARES           8      SHARED VOTING POWER                   
BENEFICIALLY              0                                       
OWNED BY                                                      
     EACH        ---------------------------------------------------
REPORTING PERSON      9      SOLE DISPOSITIVE POWER                     
WITH                   1,842,500 Shares of Common Stock     
                --------------------------------------------------
   10     SHARED DISPOSITIVE POWER
0             
--------------------------------------------------------------------------      
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            
1,842,500 Shares of Common Stock                                
--------------------------------------------------------------------------      
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN          
  SHARES                                                       [   ]
--------------------------------------------------------------------------      
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      
8.4%                                                            
--------------------------------------------------------------------------      
14      TYPE OF REPORTING PERSON                   INDIVIDUAL                   
--------------------------------------------------------------------------      

     This original Schedule 13D statement (the "Schedule") is filed on behalf of
Daniel Kesonen, an individual ("Kesonen"), and RLK International Group, Inc.    
("RLK") as the reporting persons hereunder, relative to the acquisition by Cox  
and RLK of certain shares of common stock issued by Nevtah Capital Management   
Corporation. Neither Cox nor RLK have made any previous filings on Schedule 13D.

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ITEM 1. SECURITY AND ISSUER.                                                    

This Schedule relates to the voting common stock, $0.001 par value, of
Nevtah Capital Management Corporation ("Nevtah"). Nevtah maintains its principal
executive offices at 4400 PGA Boulevard, Suite 716, Palm Beach Gardens, Florida 
33410.                                                                          

ITEM 2. IDENTITY AND BACKGROUND                                                 

   This Schedule is being filed by Daniel Kesonen, an individual and citizen
of the United States, and by RLK International Group, Inc., of which Kesonen is 
the President/Treasurer and sole Director. The address for Kesonen and RLK is   
4400 PGA Boulevard, Suite 716, Palm Beach Gardens, Florida 33410.               

 Pursuant to General Instruction C of Schedule 13D, Kesonen and RLK (the
"Instruction C Persons") and the information specified in items (a) through (f) 
of Item 2 with respect to the Instruction C Persons, are as follows:            

--------------------------------------------------------------------------      
Name                               Business Address                   
--------------------------------------------------------------------------      

Daniel Kesonen                          4400 PGA Boulevard, Suite 716           
                                 Palm Beach Gardens, Florida 33410

RLK International Group, Inc.           4400 PGA Boulevard, Suite 716           
                                 Palm Beach Gardens, Florida 33410
--------------------------------------------------------------------------    

Kesonen has the sole right to control the disposition of and vote the 
Nevtah securities acquired. Kesonen, as the sole shareholder and the            
President/Secretary and sole Director of RLK has the sole right to control the  
disposition of and vote the Nevtah securities acquired.                         

 During the last five (5) years, the Instruction C Persons have not been
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors) nor has been a party to a civil proceeding of a judicial or       
administrative body of competent jurisdiction or become subject to a judgment,  
decree or final order enjoining future violations of, or prohibiting or         
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.                                            

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                       

   Nevtah and RLK entered into a settlement agreement dated December 9, 1999
(the "RLK Settlement Agreement") in which Nevtah agreed to issue shares of its  
common stock at $0.40 per share as payment for debt and accrued interest on     
previous advances made by RLK to Nevtah in the amount of $294,200.00. Therefore,
on December 9, 1999, Nevtah issued to RLK an aggregate of 735,500 shares of     
common stock. A copy of the RLK Settlement Agreement is filed herewith as       
Exhibit A.                                                                      

  Nevtah and Kesonen entered into a settlement agreement dated December 9,
1999 (the "Kesonen Settlement Agreement") in which Nevtah agreed to issue shares
of its common stock at $0.40 per share as payment for debt and accrued interest 
on previous advances made by Kesonen to Nevtah in the amount of $42,800.        
Therefore, on December 9, 1999, Nevtah issued to Kesonen an aggregate of 107,000
shares of common stock. A copy of the Kesonen Settlement Agreement is filed     
herewith as Exhibit B.                                                          

    On December 14, 1999, Daniel Kesonen exercised his stock options under the
Non-Qualified Stock Option Plan to purchase 400,000 shares of Common Stock at   
$0.40 per share. Nevtah issued the 400,000 shares of Common Stock as a result of
the exercise of stock options by Kesonen in accordance with the provisions of a 
settlement agreement dated December 14, 1999 (the "1999 Debt Settlement         
Agreement"), in which Nevtah agreed to issue such shares without payment of the 
exercise price by Kesonen as settlement of an aggregate debt of $160,000. The   
debt was incurred by Nevtah as a result of advances made by Kesonen during      
fiscal year 1999. A copy of the Settlement Agreement is filed herewith as       
Exhibit C.                                                                      

On July 3, 2000, Daniel Kesonen exercised his stock options under the 
Non-Qualified Stock Option Plan to purchase 600,000 shares of Common Stock at   
$0.40 per share. Nevtah issued the 600,000 shares of Common Stock as a result of
the exercise of stock options by Kesonen in accordance with the provisions of a 
settlement agreement dated July 3, 2000 (the 2000 Debt Settlement Agreement"),  
in which Nevtah agreed to issue such shares without payment of the exercise     
price by Kesonen as settlement of an aggregate debt of $240,000. The debt was   
incurred by Nevtah as a result of advances made by Kesonen during fiscal year   
1999. A copy of the Settlement Agreement is filed herewith as Exhibit D.        

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ITEM 4. PURPOSE OF TRANSACTION                                                  

The transactions described herein were undertaken for the purpose of  
satisfaction of debt and accrued interest on previous advances made by Kesonen  
and RLK to Nevtah as follows:                                                   

(i)  Nevtah and RLK entered into the RLK Settlement Agreement dated   
         December 9, 1999 whereby RLK agreed to settle the debt of $294,200.00
        owed to it by Nevtah and accept the issuance of restricted shares of
       common stock of Nevtah at the rate of $0.40 per share as settlement
          for debt and accrued interest on previous advances due and outstanding
to RLK as of the date of the RLK Settlement Agreement.      

     (ii) Nevtah and Kesonen entered into the Kesonen Settlement Agreement dated
 December 9, 1999 whereby Kesonen agreed to settle the debt of
          $42,800.00 owed to him by Nevtah and accept the issuance of restricted
        common shares of Nevtah at the rate of $0.40 per share as settlement
          for debt and accrued interest on previous advances due and outstanding
to Kesonen as of the date of the Settlement Agreement.      

  (iii) Nevtah and Kesonen entered into the 1999 Debt Settlement Agreement
      dated December 14, 1999 whereby Nevtah agreed to issue such shares
         without payment of the $0.40 per share price by Kesonen upon exercise
     of his stock options under the Non-Qualified Stock Option Plan as
          settlement of the debt and accrued interest of $160,000 owed to him by
        Nevtah on previous advances due and outstanding to Kesonen as of the
date of the exercise of the stock options.                  

 (iv) Nevtah and Kesonen entered into the 2000 Debt Settlement Agreement
         dated July 3, 2000 whereby Nevtah agreed to issue such shares without
        payment of the $0.40 per share price by Kesonen upon exercise of his
         stock options under the Non-Qualified Stock Option Plan as settlement
         of the debt and accrued interest of $240,000 owed to him by Nevtah on
          previous advances due and outstanding to Kesonen as of the date of the
exercise of the stock options.                              

   Pursuant to the instructions for items (a) through (j) of Item 4, Kesonen
has plans as follows:                                                           

    (a)  As set forth in Item 3 of this Schedule, Kesonen has acquired, either
      individually or through RLK, 1,842,500 shares of restricted common
       stock of Nevtah. Kesonen may consider the acquisition of additional
 securities of Nevtah, the issuer, but has no present plans or
proposals to do so.                                         

    (b)  Kesonen has no present plans or proposals to cause a merger or effect
a liquidation or reorganization of Nevtah or to enter into  
extraordinary corporate transactions.                       

    (c)  Kesonen has no present plans or proposals to cause a sale or transfer
of a material amount of assets of Nevtah.                   

    (d)  Kesonen plans to exercise the voting rights associated with ownership
of shares of common stock of Nevtah.                        

   (e)  Kesonen has no present plans or proposals to cause a material change
in the capitalization of Nevtah.                            

   (f)  Kesonen has no present plans or proposals to make any other material
change to the business or corporate structure of Nevtah.    

    (g)  Kesonen has no present plans or proposals to change Nevtah's charter,
        bylaws or instruments corresponding thereto or to take other actions
   that impede the acquisition of control of Nevtah by any person.

 (h)  Kesonen has no present plans or proposals to cause Nevtah's common
stock from not being quoted on the OTC Bulletin Board.      

(i)  Kesonen has no present plans or proposal relating to a class of  
          securities of Nevtah becoming eligible for termination of registration
        pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

(j)  Kesonen does not have any present plans or proposals to take any 
       action similar to any of those enumerated in (a) through (i) above.

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ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER                                   

(a)  As of the close of business on February 1, 2001, Cox beneficially
         owned 1,842,500 shares, either directly or indirectly through RLK (or
          approximately 8.4% of the outstanding shares) of Nevtah's common stock
as follows:                                                 

          Holder                                Number of Shares
          ------                                ----------------

     RLK International Group, Inc.             735,500
     Daniel Kesonen                            107,000
     Daniel Kesonen                            400,000
     Daniel Kesonen                            400,000

     Total                                   1,842,500

   (b)  No Instruction C Person owns any other common or preferred shares of
         Nevtah. Kesonen has sole power to vote or to direct the voting of the
    1,842,500 common shares of Nevtah held either by Kesonen or RLK.

    (c)  As of July 3, 2000, and within the sixty day period prior thereto, to
     the best knowledge and belief of the undersigned, no transactions
   involving Nevtah equity securities, other than the acquisitions
          described above, have been engaged in by Kesonen, or by any associates
         of said party, nor does the said party have any right to acquire such
securities.                                                 

   (d)  To the best knowledge and belief of the undersigned, no person other
    than Kesonen has the right to receive or the power to direct the
     receipt of dividends from, or the proceeds from the sale of, such
securities.                                                 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER                                        

No contracts, arrangements, understandings or relationships among the 
persons named in Item 2 exist with respect to securities of the issuer.         

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS                                        

 (a)  Settlement Agreement dated December 9, 1999 between Nevtah Capital
Management Corporation and RLK International Group, Inc.    

 (b)  Settlement Agreement dated December 9, 1999 between Nevtah Capital
Management Corporation and Daniel Kesonen.                  

  (c)  Settlement Agreement dated December 14, 1999 between Nevtah Capital
Management Corporation and Daniel Kesonen.                  

(d)  Settlement Agreement dated July 3, 2000 between Nevtah Capital   
Management Corporation and Daniel Kesonen.                  

SIGNATURES                                                                      

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Date: February 12, 2001                     /s/  Daniel Kesonen                 
-----------------------                     ----------------------------------- 
                                Daniel Kesonen

                                     RLK International Group, Inc.

Date: February 12, 2001                     By:  /s/  Daniel Kesonen            
-----------------------                        -------------------------------- 
                                                     Daniel Kesonen, President

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                                                                               1

 DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT MADE this 3rd day of July, 2000                                  

BETWEEN:       RLK International Group Inc., at 716 - 4400 PGA Blvd., Palm Beach
Gardens, Florida, USA 33410                       

(hereinafter referred to as "the Creditor")       
                                                               OF THE FIRST PART

AND:           Nevtah Capital Management Corporation at 716 - 4400 PGA Blvd.,   
Palm Beach Gardens, Florida, USA 33410            

(hereinafter referred to as "the Company")        
                                                              OF THE SECOND PART

AND:           Daniel P. Kesonen, at 716 - 4400 PGA Blvd., Palm Beach Gardens,  
Florida, USA 33410                                

(hereinafter referred to as "Kesonen")            
                                                               OF THE THIRD PART

WHEREAS:                                                                        

A.   the Company is indebted to the Creditor and the Creditor has agreed to     
accept payment of said indebtedness in the amount of $240,000 (the    
"Indebtedness") in shares of the Company as hereinafter set forth;    

B.   the Company's assets are not sufficient to satisfy the Indebtedness;       

C.   the Company has granted Kesonen a 1,000,000 share stock option at a deemed 
price of $0.40 per share;                                             

D.   the Creditor is a company owned 100% by Kesonen;                           

E.   the Creditor and Kesonen have agreed to accept the issuance of 600,000     
 restricted option shares ("Shares") on behalf of Kesonen in the capital
     stock of the Company at a deemed price of $0.40 per Share in full discharge
and complete satisfaction of the Indebtedness and to hereby grant the 
Company a release on receipt of the Shares.                           

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                                                                               2

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the sum of     
$1.00 paid by one part to each other (the receipt of which is hereby            
acknowledged) and other good and valuable consideration, the parties hereto     
agree as follows:                                                               

1.   The Company shall forthwith cause its registrar and transfer agent to issue
and deliver a certificate representing the Shares to Kesonen in full  
settlement and satisfaction of the Indebtedness to the Creditor at the
address first above written.                                          

2.   The Company hereby covenants with the Creditor and Kesonen that it will    
deliver the Shares within 30 days of signing this Agreement.          

3.   The Creditor and Kesonen hereby covenants with the Company that they will  
  accept the issuance and delivery of the Shares within 30 days of signing
    this Agreement in full settlement and satisfaction of the Indebtedness and
     hereby covenants to absolutely release and fully discharge the Company from
the Indebtedness.                                                     

4.   The Creditor and Kesonen represents and warrants to the Company and        
covenants with the Company that:                                      

   (a)  if a corporation, it is a corporation duly incorporated and existing
          under the laws of its incorporation jurisdiction and as at the date of
         this Agreement has the power and capacity to own the Shares, to enter
        into this Agreement and to carry out its terms and conditions to the
full extent;                                                

    (b)  if a corporation, the acceptance of the Shares in lieu of payment has
been validly authorized by all necessary corporate acts;    

    (c)  Kesonen represents that the Shares acquired hereby are being acquired
for investment and not with a view towards, or for resale in
          connection with, any distribution within the meaning of the Securities
         Act of 1933, as amended (the "Act"). By such representations, Kesonen
 means that he is acquiring the Shares for his own account for
  investment and that no one else has any beneficial interest or
       ownership in the Shares nor are the Shares subject to any pledge or
 lien. Further, Kesonen understand that the Shares will not be
       registered under the Act by reason of a specific exemption provided
        therein, the availability of which depends upon the bona fide nature
of the investment intent as expressed herein;               

    (d)  if Kesonen is a resident of the United States, that Kesonen is either
  an accredited investor, as that term is defined in Rule 501 of
       Regulation D promulgated under the Act, or is, by virtue of his net
         worth and investment experience, or by virtue of consultation with or
      advice from a person who is not a promoter of the Company and is a
        registered adviser or registered dealer, able to evaluate the merits
          of the investment in the Shares based upon information requested of or
presented by the Company;                                   

  (e)  Kesonen acknowledges and represents that the Company has never been
       profitable, has not generated significant revenues and may never do
       so, and the Company may issue additional Shares pursuant to similar
         debt settlement agreements or loan agreements or the outright sale of
         Shares, all of which might have the effect of diluting the percentage
of ownership represented herein;                            

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                                                                               3

  (f)  Kesonen acknowledges and represents that at present the Company has
      had limited business operations and that no assurance can be given
        concerning the prospect for such operations in the future, that this
        investment is highly speculative, and that he can afford the loss of
        his entire investment in the Shares without affecting his ability to
live or his life style;                                     

    (g)  Kesonen acknowledges and represents that he has had full and complete
          opportunity to ask questions of and receive answers from the Company's
          officers, directors and representatives concerning the Company and its
        present and/or proposed business and operations, which is sufficient
    to allow for a proper evaluation of the risks and merits of this
investment;                                                 

  (h)  Kesonen is aware that the Shares are not being registered under the
      Securities Act of 1933, as amended (the "Securities Act"). Kesonen
   understands that the Shares are being issued in reliance on the
    exemption from registration provided by Section 4(2) thereunder.
  Kesonen represents and warrants that: (a) the Shares are being
      acquired solely for Kesonen's own account, for investment purposes
   only, and not with a view to or in connection with, any resale,
   distribution, subdivision or fractionalization thereof; and (b)
      Kesonen has no agreement or other arrangement, formal or informal,
          with any person to sell, transfer or pledge any of the Shares or which
         would guarantee to Kesonen any profit, or protect Kesonen against any
      loss with respect to the Shares, and Kesonen has no plans to enter
       into any such agreement or arrangement. Kesonen understands that it
       may be required to bear the economic risk of this investment for an
          indefinite period of time because there is currently no trading market
for the Shares, and the Shares cannot be resold or otherwise
          transferred unless applicable securities laws are complied with (which
   the Company is not obligated to do) or exemptions therefrom are
available;                                                  

    (i)  prior to any proposed sale or transfer for value of any or all of the
    Shares received by Kesonen hereunder, Kesonen shall give written
       notice to the Company containing such information as the Company or
          its counsel may request to enable counsel for the Company to determine
      whether registration is required in connection with such transfer.
         Kesonen shall not effect such proposed transfer without prior written
        consent of the Company. In this regard, Kesonen understands that the
       Company may, from time to time, make stop transfer notations in the
  Company's records to ensure compliance, in connection with any
proposed transfer of the Shares, with the Securities Act;   

     (j)  Kesonen understands that the Shares have not been registered under the
Secur ities Act and must be held until the Shares have been 
         subsequently registered under the Securities Act or an exemption from

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                                                                               4

        such registration is available. Kesonen further understands that any
          routine sales of the Shares made in reliance upon Rule 144 can be made
          only in limited amounts in accordance with the terms and conditions of
         the rule and, in case of Shares to which that rule is not applicable,
        compliance with Regulation A or some other exemption or registration
          under the Securities Act must be made. Kesonen understands that if all
          requirements of Rule 144 are not met, Kesonen will not be able to make
   sales pursuant to Rule 144. Further, Kesonen represents that he
         understands that Rule 144 has several conditions to its availability,
         including a minimum one (1) year holding period, the requirement that
current information concerning the Company be available, the
          requirement that the manner of sale requirements set forth in Rule 144
be observed, and other conditions;                          

     (k)  Kesonen understands that, if applicable, each certificate representing
      the Shares will bear a legend in substantially the following form:

       THE CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY HAVE NOT
       BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND THE RULES AND
          REGULATIONS THEREUNDER. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
         WITH A VIEW TOWARDS DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION
       MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
         THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY
      THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.                                                       

5.   The Company represents and covenants, as the case may be, that:            

 (a)  it is duly incorporated and validly existing under the laws of the
State of Nevada, USA;                                       

    (b)  it has all necessary corporate authority to enter into this Agreement
and to effect the issuance of the Shares agreed to hereby.  

6.   Kesonen further acknowledges that any resale of shares shall comply with   
all US Securities laws.                                               

7.   Time is of the essence of this Agreement.                                  

8.   This Agreement shall enure to the benefit of and be binding upon the       
parties hereto and their respective successors and assigns.           

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                                                                               5

AGREED TO AND ACCEPTED this 3rd day of July, 2000.                              

By:  /s/                                                                        
-------------------------------------                                           
RLK International Group Inc.                                
Authorized Signatory                                        

By:  /s/                                                                        
-------------------------------------                                           
Nevtah Capital Management Corporation                       
Authorized Signatory                                        

By:  /s/                                                                        
-------------------------------------                                           
Daniel P. Kesonen                                           

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                                                                               1

 DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT MADE this 14th day of December, 1999                             

BETWEEN:       RLK International Group Inc., at 716 - 4400 PGA Blvd., Palm Beach
Gardens, Florida, USA 33410                       

(hereinafter referred to as "the Creditor")       
                                                               OF THE FIRST PART

AND:           Nevtah Capital Management Corporation at 716 - 4400 PGA Blvd.,   
Palm Beach Gardens, Florida, USA 33410            

(hereinafter referred to as "the Company")        
                                                              OF THE SECOND PART

AND:           Daniel P. Kesonen, at 716 - 4400 PGA Blvd., Palm Beach Gardens,  
Florida, USA 33410                                

(hereinafter referred to as "Kesonen")            
                                                               OF THE THIRD PART

WHEREAS:                                                                        

A.   the Company is indebted to the Creditor and the Creditor has agreed to     
accept payment of said indebtedness in the amount of $160,000 (the    
"Indebtedness") in shares of the Company as hereinafter set forth;    

B.   the Company's assets are not sufficient to satisfy the Indebtedness;       

C.   the Company has granted Kesonen a 1,000,000 share stock option at a deemed 
price of $0.40 per share;                                             

D.   the Creditor is a company owned 100% by Kesonen;                           

E.   the Creditor and Kesonen have agreed to accept the issuance of 400,000     
 restricted option shares ("Shares") on behalf of Kesonen in the capital
     stock of the Company at a deemed price of $0.40 per Share in full discharge
and complete satisfaction of the Indebtedness and to hereby grant the 
Company a release on receipt of the Shares.                           

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NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the sum of     
$1.00 paid by one part to each other (the receipt of which is hereby            
acknowledged) and other good and valuable consideration, the parties hereto     
agree as follows:                                                               

1.   The Company shall forthwith cause its registrar and transfer agent to issue
and deliver a certificate representing the Shares to Kesonen in full  
settlement and satisfaction of the Indebtedness to the Creditor at the
address first above written.                                          

2.   The Company hereby covenants with the Creditor and Kesonen that it will    
deliver the Shares within 30 days of signing this Agreement.          

3.   The Creditor and Kesonen hereby covenants with the Company that they will  
  accept the issuance and delivery of the Shares within 30 days of signing
    this Agreement in full settlement and satisfaction of the Indebtedness and
     hereby covenants to absolutely release and fully discharge the Company from
the Indebtedness.                                                     

4.   The Creditor and Kesonen represents and warrants to the Company and        
covenants with the Company that:                                      

   (a)  if a corporation, it is a corporation duly incorporated and existing
          under the laws of its incorporation jurisdiction and as at the date of
         this Agreement has the power and capacity to own the Shares, to enter
        into this Agreement and to carry out its terms and conditions to the
full extent;                                                

    (b)  if a corporation, the acceptance of the Shares in lieu of payment has
been validly authorized by all necessary corporate acts;    

    (c)  Kesonen represents that the Shares acquired hereby are being acquired
for investment and not with a view towards, or for resale in
          connection with, any distribution within the meaning of the Securities
         Act of 1933, as amended (the "Act"). By such representations, Kesonen
 means that he is acquiring the Shares for his own account for
  investment and that no one else has any beneficial interest or
       ownership in the Shares nor are the Shares subject to any pledge or
 lien. Further, Kesonen understand that the Shares will not be
       registered under the Act by reason of a specific exemption provided
        therein, the availability of which depends upon the bona fide nature
of the investment intent as expressed herein;               

    (d)  if Kesonen is a resident of the United States, that Kesonen is either
  an accredited investor, as that term is defined in Rule 501 of
       Regulation D promulgated under the Act, or is, by virtue of his net
         worth and investment experience, or by virtue of consultation with or
      advice from a person who is not a promoter of the Company and is a
        registered adviser or registered dealer, able to evaluate the merits
          of the investment in the Shares based upon information requested of or
presented by the Company;                                   

  (e)  Kesonen acknowledges and represents that the Company has never been
       profitable, has not generated significant revenues and may never do
       so, and the Company may issue additional Shares pursuant to similar
         debt settlement agreements or loan agreements or the outright sale of
         Shares, all of which might have the effect of diluting the percentage
of ownership represented herein;                            

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  (f)  Kesonen acknowledges and represents that at present the Company has
      had limited business operations and that no assurance can be given
        concerning the prospect for such operations in the future, that this
        investment is highly speculative, and that he can afford the loss of
        his entire investment in the Shares without affecting his ability to
live or his life style;                                     

    (g)  Kesonen acknowledges and represents that he has had full and complete
          opportunity to ask questions of and receive answers from the Company's
          officers, directors and representatives concerning the Company and its
        present and/or proposed business and operations, which is sufficient
    to allow for a proper evaluation of the risks and merits of this
investment;                                                 

  (h)  Kesonen is aware that the Shares are not being registered under the
      Securities Act of 1933, as amended (the "Securities Act"). Kesonen
   understands that the Shares are being issued in reliance on the
    exemption from registration provided by Section 4(2) thereunder.
  Kesonen represents and warrants that: (a) the Shares are being
      acquired solely for Kesonen's own account, for investment purposes
   only, and not with a view to or in connection with, any resale,
   distribution, subdivision or fractionalization thereof; and (b)
      Kesonen has no agreement or other arrangement, formal or informal,
          with any person to sell, transfer or pledge any of the Shares or which
         would guarantee to Kesonen any profit, or protect Kesonen against any
      loss with respect to the Shares, and Kesonen has no plans to enter
       into any such agreement or arrangement. Kesonen understands that it
       may be required to bear the economic risk of this investment for an
          indefinite period of time because there is currently no trading market
for the Shares, and the Shares cannot be resold or otherwise
          transferred unless applicable securities laws are complied with (which
   the Company is not obligated to do) or exemptions therefrom are
available;                                                  

    (i)  prior to any proposed sale or transfer for value of any or all of the
    Shares received by Kesonen hereunder, Kesonen shall give written
       notice to the Company containing such information as the Company or
          its counsel may request to enable counsel for the Company to determine
      whether registration is required in connection with such transfer.
         Kesonen shall not effect such proposed transfer without prior written
        consent of the Company. In this regard, Kesonen understands that the
       Company may, from time to time, make stop transfer notations in the
  Company's records to ensure compliance, in connection with any
proposed transfer of the Shares, with the Securities Act;   

     (j)  Kesonen understands that the Shares have not been registered under the
Securities Act and must be held until the Shares have been  
         subsequently registered under the Securities Act or an exemption from

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        such registration is available. Kesonen further understands that any
          routine sales of the Shares made in reliance upon Rule 144 can be made
          only in limited amounts in accordance with the terms and conditions of
         the rule and, in case of Shares to which that rule is not applicable,
        compliance with Regulation A or some other exemption or registration
          under the Securities Act must be made. Kesonen understands that if all
          requirements of Rule 144 are not met, Kesonen will not be able to make
   sales pursuant to Rule 144. Further, Kesonen represents that he
         understands that Rule 144 has several conditions to its availability,
         including a minimum one (1) year holding period, the requirement that
current information concerning the Company be available, the
          requirement that the manner of sale requirements set forth in Rule 144
be observed, and other conditions;                          

     (k)  Kesonen understands that, if applicable, each certificate representing
      the Shares will bear a legend in substantially the following form:

       THE CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY HAVE NOT
       BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND THE RULES AND
          REGULATIONS THEREUNDER. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
         WITH A VIEW TOWARDS DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION
       MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
         THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY
      THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.                                                       

5.   The Company represents and covenants, as the case may be, that:            

 (a)  it is duly incorporated and validly existing under the laws of the
State of Nevada, USA;                                       

    (b)  it has all necessary corporate authority to enter into this Agreement
and to effect the issuance of the Shares agreed to hereby.  

6.   Kesonen further acknowledges that any resale of shares shall comply with   
all US Securities laws.                                               

7.   Time is of the essence of this Agreement.                                  

8.   This Agreement shall enure to the benefit of and be binding upon the       
parties hereto and their respective successors and assigns.           

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AGREED TO AND ACCEPTED this 14th day of December, 1999.                         

By:  /s/                                                                        
---------------------------------------                                         
RLK International Group Inc.                                
Authorized Signatory                                        

By:  /s/                                                                        
---------------------------------------                                         
Nevtah Capital Management Corporation                       
Authorized Signatory                                        

By:  /s/                                                                        
--------------------------------                                                
Daniel P. Kesonen                                           

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 DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT MADE this 9th day of December, 1999.                             

BETWEEN:       Daniel P. Kesonen of 716, 4400 PGA Blvd., Palm Beach Gardens,    
Florida USA 33410                                 

(hereinafter referred to as "the Creditor")       
                                                               OF THE FIRST PART

AND:           Nevtah Capital Management Corporation at 716 - 4400 PGA Blvd.,   
Palm Beach Gardens, Florida, USA 33410            

(hereinafter referred to as "the Company")        
                                                              OF THE SECOND PART

WHEREAS:                                                                        

A.   the Company is indebted to the Creditor and the Creditor has agreed to     
     accept payment of said indebtedness in the amount of Forty Two Thousand and
  Eight Hundred Dollars ($42,800.00) (the "Indebtedness") in shares of the
Company as hereinafter set forth;                                     

B.   the Company's assets are not sufficient to satisfy the Indebtedness;       

C.   the Creditor has agreed to accept the issuance of One Hundred and Seven    
     Thousand (107,000) shares ("Shares") in the capital stock of the Company at
a deemed price of Forty Cents ($0.40) per Share in full discharge and 
     complete satisfaction of the Indebtedness and to hereby grant the Company a
release on receipt of the Shares.                                     

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NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the sum of     
$1.00 paid by one part to each other (the receipt of which is hereby            
acknowledged) and other good and valuable consideration, the parties hereto     
agree as follows:                                                               

1.   The Company shall forthwith cause its registrar and transfer agent to issue
   and deliver a certificate representing the Shares to the Creditor in full
settlement and satisfaction of the Indebtedness to the Creditor at the
address first above written.                                          

2.   The Company hereby covenants with the Creditor that it will deliver the    
Shares within 30 days of signing this Agreement.                      

3.   The Creditor hereby covenants with the Company that they will accept the   
issuance and delivery of the Shares within 30 days of signing this    
Agreement in full settlement and satisfaction of the Indebtedness and 
     hereby covenants to absolutely release and fully discharge the Company from
the Indebtedness.                                                     

4.   The Creditor represents and warrants to the Company and covenants with the 
Company that:                                                         

   (a)  if a corporation, it is a corporation duly incorporated and existing
          under the laws of its incorporation jurisdiction and as at the date of
         this Agreement has the power and capacity to own the Shares, to enter
        into this Agreement and to carry out its terms and conditions to the
full extent;                                                

    (b)  if a corporation, the acceptance of the Shares in lieu of payment has
been validly authorized by all necessary corporate acts;    

(c)  the Creditor represents that the Shares acquired hereby are being
         acquired for investment and not with a view towards, or for resale in
          connection with, any distribution within the meaning of the Securities
     Act of 1933, as amended (the "Act"). By such representations, the
          Creditor means that he is acquiring the Shares for his own account for
  investment and that no one else has any beneficial interest or
       ownership in the Shares nor are the Shares subject to any pledge or
       lien. Further, the Creditor understands that the Shares will not be
       registered under the Act by reason of a specific exemption provided
        therein, the availability of which depends upon the bona fide nature
of the investment intent as expressed herein;               

    (d)  if the Creditor is a resident of the United States, that the Creditor
         is either an accredited investor, as that term is defined in Rule 501
          of Regulation D promulgated under the Act, or is, by virtue of his net
         worth and investment experience, or by virtue of consultation with or
      advice from a person who is not a promoter of the Company and is a
        registered adviser or registered dealer, able to evaluate the merits
          of the investment in the Shares based upon information requested of or
presented by the Company;                                   

  (e)  the Creditor acknowledges and represents that the Company has never
         been profitable, has not generated significant revenues and may never
          do so, and the Company may issue additional Shares pursuant to similar
         debt settlement agreements or loan agreements or the outright sale of
         Shares, all of which might have the effect of diluting the percentage
of ownership represented herein;                            

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   (f)  the Creditor acknowledges and represents that at present the Company
          has had limited business operations and that no assurance can be given
        concerning the prospect for such operations in the future, that this
        investment is highly speculative, and that he can afford the loss of
        his entire investment in the Shares without affecting his ability to
live or his life style;                                     

(g)  the Creditor acknowledges and represents that he has had full and
         complete opportunity to ask questions of and receive answers from the
    Company's officers, directors and representatives concerning the
          Company and its present and/or proposed business and operations, which
          is sufficient to allow for a proper evaluation of the risks and merits
of this investment;                                         

   (h)  the Creditor is aware that the Shares are not being registered under
      the Securities Act of 1933, as amended (the "Securities Act"). The
        Creditor understands that the Shares are being issued in reliance on
        the exemption from registration provided by Section 4(2) thereunder.
       The Creditor represents and warrants that: (a) the Shares are being
       acquired solely for Creditor's own account, for investment purposes
   only, and not with a view to or in connection with, any resale,
       distribution, subdivision or fractionalization thereof; and (b) the
       Creditor has no agreement or other arrangement, formal or informal,
          with any person to sell, transfer or pledge any of the Shares or which
   would guarantee to the Creditor any profit, or protect Creditor
        against any loss with respect to the Shares, and the Creditor has no
       plans to enter into any such agreement or arrangement. The Creditor
         understands that it may be required to bear the economic risk of this
          investment for an indefinite period of time because there is currently
        no trading market for the Shares, and the Shares cannot be resold or
        otherwise transferred unless applicable securities laws are complied
 with (which the Company is not obligated to do) or exemptions
therefrom are available;                                    

    (i)  prior to any proposed sale or transfer for value of any or all of the
          Shares received by Creditor hereunder, the Creditor shall give written
       notice to the Company containing such information as the Company or
          its counsel may request to enable counsel for the Company to determine
          whether registration is required in connection with such transfer. The
          Creditor shall not effect such proposed transfer without prior written
         consent of the Company. In this regard, the Creditor understands that
       the Company may, from time to time, make stop transfer notations in
      the Company's records to ensure compliance, in connection with any
proposed transfer of the Shares, with the Securities Act;   

(j)  the Creditor understands that the Shares have not been registered
        under the Securities Act and must be held until the Shares have been
         subsequently registered under the Securities Act or an exemption from

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         such registration is available. The Creditor further understands that
         any routine sales of the Shares made in reliance upon Rule 144 can be
 made only in limited amounts in accordance with the terms and
       conditions of the rule and, in case of Shares to which that rule is
        not applicable, compliance with Regulation A or some other exemption
       or registration under the Securities Act must be made. The Creditor
     understands that if all requirements of Rule 144 are not met, the
          Creditor will not be able to make sales pursuant to Rule 144. Further,
         the Creditor represents that he understands that Rule 144 has several
    conditions to its availability, including a minimum one (1) year
       holding period, the requirement that current information concerning
     the Company be available, the requirement that the manner of sale
         requirements set forth in Rule 144 be observed, and other conditions;

(k)  the Creditor understands that, if applicable, each certificate   
   representing the Shares will bear a legend in substantially the
following form:                                             

       THE CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY HAVE NOT
       BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND THE RULES AND
          REGULATIONS THEREUNDER. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
         WITH A VIEW TOWARDS DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION
       MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
         THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY
      THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.                                                       

5.   The Company represents and covenants, as the case may be, that:            

       (a)  it is duly incorporated and validly existing under the laws of
the State of Nevada, USA;                         

    (b)  it has all necessary corporate authority to enter into this
          Agreement and to effect the issuance of the Shares agreed to
hereby.                                           

6.   The Creditor further acknowledges that any resale of shares shall comply   
with all US Securities laws.                                          

7.   Time is of the essence of this Agreement.                                  

8.   This Agreement shall enure to the benefit of and be binding upon the       
parties hereto and their respective successors and assigns.           

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AGREED TO AND ACCEPTED this 9th, day of December, 1999.                         

By:  /s/                                                                        
-----------------------------------                                             
Daniel P. Kesonen                                           

By:  /s/                                                                        
-----------------------------------                                             
Nevtah Capital Management                                   
Corporation                                                 

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 DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT MADE this 9th day of December, 1999.                             

BETWEEN:       RLK International Group Inc. of 716, 4400 PGA Blvd., Palm Beach  
Gardens, Florida USA 33410                        

(hereinafter referred to as "the Creditor")       
                                                               OF THE FIRST PART

AND:           Nevtah Capital Management Corporation at 716 - 4400 PGA Blvd.,   
Palm Beach Gardens, Florida, USA 33410            

(hereinafter referred to as "the Company")        
                                                              OF THE SECOND PART

WHEREAS:                                                                        

A.   the Company is indebted to the Creditor and the Creditor has agreed to     
 accept payment of said indebtedness in the amount of Two Hundred Ninety
     Four Thousand and Two Hundred Dollars ($294,200.00) (the "Indebtedness") in
shares of the Company as hereinafter set forth;                       

B.   the Company's assets are not sufficient to satisfy the Indebtedness;       

C.   the Creditor has agreed to accept the issuance of Seven Hundred Thirty Five
    Thousand and Five Hundred (735,500) shares ("Shares") in the capital stock
   of the Company at a deemed price of Forty Cents ($0.40) per Share in full
     discharge and complete satisfaction of the Indebtedness and to hereby grant
the Company a release on receipt of the Shares.                       

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NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the sum of     
$1.00 paid by one part to each other (the receipt of which is hereby            
acknowledged) and other good and valuable consideration, the parties hereto     
agree as follows:                                                               

1.   The Company shall forthwith cause its registrar and transfer agent to issue
   and deliver a certificate representing the Shares to the Creditor in full
settlement and satisfaction of the Indebtedness to the Creditor at the
address first above written.                                          

2.   The Company hereby covenants with the Creditor that it will deliver the    
Shares within 30 days of signing this Agreement.                      

3.   The Creditor hereby covenants with the Company that they will accept the   
issuance and delivery of the Shares within 30 days of signing this    
Agreement in full settlement and satisfaction of the Indebtedness and 
     hereby covenants to absolutely release and fully discharge the Company from
the Indebtedness.                                                     

4.   The Creditor represents and warrants to the Company and covenants with the 
Company that:                                                         

   (a)  if a corporation, it is a corporation duly incorporated and existing
          under the laws of its incorporation jurisdiction and as at the date of
         this Agreement has the power and capacity to own the Shares, to enter
        into this Agreement and to carry out its terms and conditions to the
full extent;                                                

    (b)  if a corporation, the acceptance of the Shares in lieu of payment has
been validly authorized by all necessary corporate acts;    

(c)  the Creditor represents that the Shares acquired hereby are being
         acquired for investment and not with a view towards, or for resale in
          connection with, any distribution within the meaning of the Securities
     Act of 1933, as amended (the "Act"). By such representations, the
          Creditor means that he is acquiring the Shares for his own account for
  investment and that no one else has any beneficial interest or
       ownership in the Shares nor are the Shares subject to any pledge or
       lien. Further, the Creditor understands that the Shares will not be
       registered under the Act by reason of a specific exemption provided
        therein, the availability of which depends upon the bona fide nature
of the investment intent as expressed herein;               

    (d)  if the Creditor is a resident of the United States, that the Creditor
         is either an accredited investor, as that term is defined in Rule 501
          of Regulation D promulgated under the Act, or is, by virtue of his net
         worth and investment experience, or by virtue of consultation with or
      advice from a person who is not a promoter of the Company and is a
        registered adviser or registered dealer, able to evaluate the merits
          of the investment in the Shares based upon information requested of or
presented by the Company;                                   

  (e)  the Creditor acknowledges and represents that the Company has never
         been profitable, has not generated significant revenues and may never
          do so, and the Company may issue additional Shares pursuant to similar
         debt settlement agreements or loan agreements or the outright sale of
         Shares, all of which might have the effect of diluting the percentage
of ownership represented herein;                            

   (f)  the Creditor acknowledges and represents that at present the Company
          has had limited business operations and that no assurance can be given
        concerning the prospect for such operations in the future, that this
        investment is highly speculative, and that he can afford the loss of
        his entire investment in the Shares without affecting his ability to
live or his life style;                                     

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(g)  the Creditor acknowledges and represents that he has had full and
         complete opportunity to ask questions of and receive answers from the
    Company's officers, directors and representatives concerning the
          Company and its present and/or proposed business and operations, which
          is sufficient to allow for a proper evaluation of the risks and merits
of this investment;                                         

   (h)  the Creditor is aware that the Shares are not being registered under
      the Securities Act of 1933, as amended (the "Securities Act"). The
        Creditor understands that the Shares are being issued in reliance on
        the exemption from registration provided by Section 4(2) thereunder.
       The Creditor represents and warrants that: (a) the Shares are being
       acquired solely for Creditor's own account, for investment purposes
   only, and not with a view to or in connection with, any resale,
       distribution, subdivision or fractionalization thereof; and (b) the
       Creditor has no agreement or other arrangement, formal or informal,
          with any person to sell, transfer or pledge any of the Shares or which
   would guarantee to the Creditor any profit, or protect Creditor
        against any loss with respect to the Shares, and the Creditor has no
       plans to enter into any such agreement or arrangement. The Creditor
         understands that it may be required to bear the economic risk of this
          investment for an indefinite period of time because there is currently
        no trading market for the Shares, and the Shares cannot be resold or
        otherwise transferred unless applicable securities laws are complied
 with (which the Company is not obligated to do) or exemptions
therefrom are available;                                    

    (i)  prior to any proposed sale or transfer for value of any or all of the
          Shares received by Creditor hereunder, the Creditor shall give written
       notice to the Company containing such information as the Company or
          its counsel may request to enable counsel for the Company to determine
          whether registration is required in connection with such transfer. The
          Creditor shall not effect such proposed transfer without prior written
         consent of the Company. In this regard, the Creditor understands that
       the Company may, from time to time, make stop transfer notations in
      the Company's records to ensure compliance, in connection with any
proposed transfer of the Shares, with the Securities Act;   

(j)  the Creditor understands that the Shares have not been registered
        under the Securities Act and must be held until the Shares have been
         subsequently registered under the Securities Act or an exemption from
         such registration is available. The Creditor further understands that
         any routine sales of the Shares made in reliance upon Rule 144 can be
 made only in limited amounts in accordance with the terms and
       conditions of the rule and, in case of Shares to which that rule is
        not applicable, compliance with Regulation A or some other exemption
       or registration under the Securities Act must be made. The Creditor
     understands that if all requirements of Rule 144 are not met, the
          Creditor will not be able to make sales pursuant to Rule 144. Further,
         the Creditor represents that he understands that Rule 144 has several

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    conditions to its availability, including a minimum one (1) year
       holding period, the requirement that current information concerning
     the Company be available, the requirement that the manner of sale
         requirements set forth in Rule 144 be observed, and other conditions;

(k)  the Creditor understands that, if applicable, each certificate   
   representing the Shares will bear a legend in substantially the
following form:                                             

       THE CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY HAVE NOT
       BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND THE RULES AND
          REGULATIONS THEREUNDER. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
         WITH A VIEW TOWARDS DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION
       MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
         THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY
      THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.                                                       

5.   The Company represents and covenants, as the case may be, that:            

 (a)  it is duly incorporated and validly existing under the laws of the
State of Nevada, USA;                                       

    (b)  it has all necessary corporate authority to enter into this Agreement
and to effect the issuance of the Shares agreed to hereby.  

6.   The Creditor further acknowledges that any resale of shares shall comply   
with all US Securities laws.                                          

7.   Time is of the essence of this Agreement.                                  

8.   This Agreement shall enure to the benefit of and be binding upon the       
parties hereto and their respective successors and assigns.           

AGREED TO AND ACCEPTED this 9th, day of December, 1999.                         

By:  /s/                                                                        
-----------------------------------------                                       
R.L.K. International Group Inc.                             

By:  /s/                                                                        
-----------------------------------------                                       
Nevtah Capital Management                                   
Corporation                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

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		2/1/01		5
		7/3/00		1		5
		12/14/99		3		5
		12/9/99		3		5
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