CORNELL CAPITAL PARTNERS, LP
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▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
February 3, 2006
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
HealthRenu Medical, Inc.
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: HealthRenu Medical, Inc. (the "Company")
Dear ▇▇. ▇▇▇▇▇▇:
The Company and Cornell Capital Partners, LP ("Cornell") entered into
various financing transactions on May 23, 2005 including a Standby Equity
Distribution Agreement ("SEDA") and a Registration Rights Agreement
("Registration Agreement"). In connection with, and contemporaneously to the
SEDA, the Company, Cornell, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. ("Escrow Agent") also
entered into an Escrow Agreement ("Escrow Agreement"). This letter shall set
forth the following agreements between the Company and Cornell:
1. The Company and Cornell hereby agree to terminate the Escrow Agreement and
remove ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as the Escrow Agent pursuant to the Termination
Agreement attached hereto as Exhibit A.
2. The Company and Cornell hereby agree to amend and restate the SEDA in the
form attached hereto as Exhibit B to take into effect the termination of
the Escrow Agreement and removal of the Escrow Agent.
3. The Company and Cornell hereby agree that the Registration Agreement is
amended to delete subsection 3(a) (ii) of the Registration Agreement.
Please indicate your agreement to the forgoing by signing below where
indicated.
Sincerely,
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Portfolio Manager
Agreed and Acknowledged:
HEALTHRENU MEDICAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
cc: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
