<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RENU-U INTERNATIONAL, INC.
--------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 75-1329265
-------- ----------
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
14251-A Chambers Road
Tustin, California 92780
------------------------
(Address of Principal Executive Offices)
(714) 730-7900
--------------
(Issuer's Telephone Number, including Area Code)
Marketing Consulting Agreements
-------------------------------
(Full Title of the Plan)
Julie Kim
14251-A Chambers Road
Tustin, California 92780
------------------------
(Name and Address of Agent for Service)
(714) 730-7900
--------------
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit Offering Price Fee
- -----------------------------------------------------------------------------
$0.001 par
value common
voting stock 300,000 $2.75 $825,000 $229.35
- -----------------------------------------------------------------------------
PART I
Item 1. Plan Information.
- -------------------------
Plan.
----
Copies of the Marketing Consulting Agreements with Hee K. Moon and
Michael Swader (collectively, the "Plan") are attached hereto and incorporated
herein by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
- -------------------------------------------------------------------
Available Information.
---------------------
Copies of the Plan, 10-KSB Annual Report of the Registrant for the
calendar year ended December 31, 1998, all 10-QSB Quarterly Reports, any
Current Reports and/or proxy or information statements filed with the
Securities and Exchange Commission (the "Commission") during the past twelve
months have been provided to the Plan participants.
The Registrant also undertakes to furnish, without charge, to any
such participant or person purchasing any of the securities registered hereby
copies of all of such documentation. Requests should be directed to Julie
Kim, Secretary/Treasurer, at the address and telephone appearing on the cover
page of this Registration Statement.
Additional information regarding the Registrant may be reviewed at
the Commission's web site: www.sec.gov.
PART II
Information Required in the Registration Statement
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's 10-KSB Annual Report for the calendar year
ended December 31, 1998, filed with the Commission on or
about August 26, 1999;
(b) All other reports filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
for the past twelve months;
(c) Not applicable.
Item 4. Description of Securities.
- -----------------------------------
The Registrant is authorized to issue four classes of securities,
being comprised of (i) $0.001 par value Common Stock (100,000,000 shares
authorized); (ii) $0.10 par value Class A Convertible Preferred Stock; (iii)
$0.001 par value Class B Convertible Preferred Stock (50,000,000 shares
authorized); and (iv) $0.001 par value Class C Convertible Preferred Stock
(50,000,000 shares authorized).
The holders of the $0.001 par value Common Stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of Common Stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The Common Stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of Common Stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities and distribution of any preferential amount to preferred
stockholders, as fixed by the Board of Directors of the Registrant. The
holders of Common Stock shall be entitled to payment of dividends if, as and
when declared by the Board of Directors. The rights, privileges, terms and
conditions of the Preferred Shares shall be as set by the Board of Directors.
As of the date of this Registration Statement, the Board of Directors has not
assigned such rights, privileges, terms and conditions and no shares of
Preferred Stock have been issued.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 5. Interest of Named Experts and Counsel.
- -----------------------------------------------
Branden T. Burningham, Esq., who has prepared this Registration
Statement, and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns no shares of common stock of the Registrant
and is not deemed to be an affiliate of the Registrant or a person associated
with an affiliate of the Registrant. See Item 8 below.
Item 6. Indemnification of Directors and Executive Officers.
- -------------------------------------------------------------
Under the Delaware General Corporation Law, a corporation has the
power to indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in the
right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal proceeding,
the indemnified person shall have had no reason to believe the conduct
committed was unlawful.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
None.
Item 8. Exhibits.
- ------------------
Exhibit
Number
- ------
5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Andersen, Andersen & Strong,
Certified Public Accountants
23.3 Consent of Crouch, Bierwolf & Chisholm, Certified Public
Accountants
99.1 Marketing Consulting Agreement with Hee K. Moon
99.2 Marketing Consulting Agreement with Michael E. Swader
Participant Response Letters
Participant Letters
Item 9. Undertakings.
- ----------------------
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"1933 Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any additional or changed 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;
provided, however, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under
the 1933 Act, 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.
(3) 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.
(b) That for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement 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.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
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 Tustin, State of California, on
September 1, 1999.
REGISTRANT:
Date: 9/1/99 By /s/ Donald H. Hansen, O.D.
---------- -------------------------
Donald H. Hansen, O.D., President and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Date: 9/1/99 By /s/ Donald H. Hansen, O.D.
----------- ---------------------------
Donald H. Hansen, O.D., President and Director
Date: Sep. 1, 1999 By /s/ John D. Jantzi, O.D.
------------- --------------------------
John D. Jantzi, O.D., Vice President and
Director
Date: September 1, 1999 By /s/ Julie Kim
------------------ -------------------------
Julie Kim, Secretary/Treasurer and
Director
<PAGE>
Securities and Exchange Commission File No. 001-07301
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RENU-U INTERNATIONAL, INC.
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- -------
5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Andersen, Andersen & Strong,
Certified Public Accountants
23.3 Consent of Crouch, Bierwolf & Chisholm,
Certified Public Accountants
99.1 Marketing Consulting Agreement with Hee K. Moon
99.2 Marketing Consulting Agreement with Michael Swader
Participant Response Letters
Participant Letters
(Letterhead of Branden T. Burningham, Esq.)
September 1, 1999
Renu-U International, Inc.
14251-A Chambers Road
Tustin, California 92780
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed
by Renu-U Internatioal, Inc., a Delaware corporation
Board of Directors:
As counsel for Renu-U International, Inc., a Delaware corporation
(the "Company"), and in connection with the issuance of 300,000 shares of the
Company's $0.001 par value common stock (the "Securities") to two individual
consultants (the "Consultants") pursuant to written Marketing Consulting
Agreements, copies of which are incorporated herein by reference
(collectively, the "Plan"), I have been asked to render an opinion as to the
legality of these Securities, which are to be covered by a Registration
Statement to be filed by the Company on Form S-8 of the Securities and
Exchange Commission (the "Commission"), and as to which this opinion is to be
filed as an exhibit.
As you are aware, no services to be performed and billed to you
which are in any way related to a "capital raising" transaction may be paid by
the issuance of Securities pursuant to the Plan. In this respect, I am
relying on the written representations of the plan participants, which
representations accompany the Plan.
In connection with rendering my opinion, which is set forth below,
I have reviewed and examined originals or copies of the following documents,
to-wit:
1. Articles of Incorporation and all amendments thereto;
2. Bylaws;
3. 10-KSB Annual Report for the calendar year ended December 31,
1999, filed with the Commission on or about August 26, 1999;
4. 10-QSB Quarterly Reports for the past twelve months;
5. A copy of the Plan;
6. The Unanimous Consent of the Board of Directors adopting the
Plan, designating the name of the Plan and the name, address and telephone
number of the Plan's agent; and
7. Correspondence with the two Consultants regarding the type of
services rendered and to be rendered, and Securities Act Release No. 33-7646,
dated February 26, 1999, and their respective responses to my letter to the
participants.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined with
one or more directors and executive officers of the Company, and in all
instances, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity with the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. I have further assumed that (i) the recipients of
these Securities under the Plan will have paid the consideration required
under the terms of the Plan prior to the issuance of the Securities; (ii) that
none of the services performed by the recipients shall be related to "capital
raising" transactions; and (iii) the Securities will not constitute more than
10% of the total issued and outstanding shares of common stock of the Company.
The Registrant has also advised me in writing that it has provided
the individual participants in the Plan with a copy of the documents
enumerated in paragraphs 3 through 7, inclusive, above, and I am relying on
that representation in connection with this opinion.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable under the
Delaware General Corporation Law.
This opinion is expressly limited in scope to the Securities
described herein and which are to be expressly covered by the above referenced
Registration Statement and does not cover any subsequent issuances of any
securities to be made in the future pursuant to any other plans, if any,
pertaining to services performed in the future. Any such transactions are
required to be included in a new Registration Statement or a post-effective
amendment to the above referenced Registration Statement, which will be
required to include a revised or a new opinion concerning the legality of the
Securities to be issued.
Further, this opinion is limited to the corporate laws of the State
of Delaware and the securities laws, rules and regulations of the United
States, and I express no opinion with respect to the laws of any other
jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with respect to
any matter which may hereafter come to my attention.
Yours very sincerely,
/s/ Branden T. Burningham
[LETTERHEAD OF BRANDEN T. BURNINGHAM, ESQ.]
September 1, 1999
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Renu-U International, Inc., a Delaware corporation (the
"Registrant"), SEC File No. 001-07301, to be filed on or
about September 1, 1999, covering the registration
and issuance of 300,000 shares of common stock to two
individual consultants
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement, and to have my opinion appended as an exhibit thereto.
Sincerely yours,
/s/ Branden T. Burningham
<PAGE>
[LETTERHEAD OF ANDERSEN ANDERSEN & STRONG, L.C.]
We hereby consent to the use of our report of Renu U International, Inc. dated
August 5, 1999 for the year ended December 31, 1998 in their Form S-8.
Salt Lake City, Utah /s/ Andersen Andersen & Strong, L.C.
August 5, 1999
[LETTERHEAD OF CROUCH, BIERWOLF & CHISHOLM]
ACCOUNTANT'S CONSENT
--------------------
We hereby consent to the use of our audit report of Renu U International dated
July 16, 1999 for the year ended December 31, 1997 in the Form S-8
Registration Statement for consulting with Renu U International, Inc. We also
consent to the use of our name as experts in such Registration Statement.
/s/ Crouch, Bierwolf & Chisholm
September 1, 1999
Salt Lake City, Utah
MARKETING CONSULTING AGREEMENT
This consulting agreement is made and entered into as of July 20, 1999, by and
among RENU-U International, Inc. dba/ ColorMax, a U.S.-based corporation with
its principal offices at 4051 E. La Palma Ave., Suite C, Anaheim, CA 92807
(The "Corporation") and Hee K. Moon, Managing Director of SEKE Marketing
Enterprise Corp., a Korea based sole proprietorship with its principal offices
at #507, 8-Dong, Yesulin Building, Ansan-Si, Kyonggi-Do, Korea (The
"Consultant").
Now, therefore, in consideration of the foregoing and of the mutual covenants
and agreements set forth herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto hereby agree to as
follows:
1. Provision of Services: The consultant shall, to the extent reasonably
required in the conduct of the business of the Corporation, place at the
disposal of the Corporation, Consultant's judgment and experience and, to such
extent and at the prior written request of the Corporation, provide business
development and Medical Marketing services to the Corporation, including
without limitation the following;
(i) The Consultant shall provide through its experience, agents, and
contacts the Corporation with the opportunity for and contact with
the Consultant's Optical Doctors network. The Consultant shall
actively pursue and make contact for and on behalf of the
Corporation (as deemed fit by the Corporation). This service shall
be provided for the duration of the Agreement set forth herein,
and/or until the corporation has reached an appropriate level of
market support in the territory of Japan, Korea, Hong Kong and
Thailand, as agreed by the parties.
(ii) Consultant shall introduce and facilitate contracts with business
networks that are known to consultant for the purpose of providing
Corporation's products to the businesses' employees. Consultant
shall seek to set appointments for ColorMax management personnel to
meet with the aforementioned entities, in order to enable
discussions promoting ColorMax and its products.
(iii) The Consultant shall use its best efforts in the furnishing of
advice and make available qualified professionals for the
performance of it's obligations under this agreement. To the
extent reasonably practical, Consultant shall use its own personnel
rather than outside professionals.
2. Compensation: The Consultant shall accept free trading Corporation
stock for the consulting services to be provided under this Agreement. This
consideration may be met by the delivery of free trading Corporation stock of
Two Hundred Fifty Thousand (250,000-) un-restricted common stock, at the
discretion of the Corporation to this agreement.
3 Term: This Agreement shall be in effect for 360 days, or until the
completion of all tasks set forth herein by the Consultant from date of
contract execution. The Corporation may at any time, and at it's sole
discretion, terminate this Agreement with a fifteen day written notice to
Consultant.
4. Non-Disclosure and Non-Compete: The Consultant agrees not use any
confidential data disclosed by ColorMax except for its own use or for any
purpose approved by ColorMax in writing. All employees and staffs who shall
engage in ColorMax businesses shall observe such restriction. During the term
of this Agreement, consultant shall not market, sell, lease, promote or
distribute any products which uses similar technologies or functions, and
compete with ColorMax products in the Territory.
5. Liability: Indemnification: The Corporation shall indemnify, save
harmless and defend Consultant and it's officers, employees and agents from
and against any loss, damage, liability, judgment, cost or expense whatsoever,
including counsel fees, suffered or incurred by it or him by reason of, or on
account of, its activities as a consultant to the Corporation hereunder,
except for any loss, damage, liability, judgment, cost or expense resulting
from willful malfeasance, bad faith or gross negligence in the performance
of the Consultant's duties hereunder.
The Consultant shall indemnity, save harmless and defend the Corporation
and it's officers, directors, employees and agents from, against and in
respect of any loss, damage, liability, judgment, cost or expense whatsoever,
including counsel fees, suffered or incurred by the Corporation by reason of,
or gross negligence in the performance of the Consultant's duties hereunder.
The Consultant shall at all times be an independent contractor of the
Corporation and except as expressly provided or authorized by this agreement,
shall have no authority to act for or represent the Corporation in any manner
whatsoever.
6. General: This Agreement sets forth the entire agreement and
understanding between the parties with respect to it's subject matter and
supersedes all prior discussions, agreements and understandings of every and
any nature between them with respect thereto. This agreement shall be
governed by and construed in accordance with the laws of the state of
California applicable to agreements made to be performed entirely within such
state.
7. This agreement may be signed in counterparts via facsimile for
expedition of this Agreement only and each such counterpart shall be deemed a
part of this Agreement and to be an original.
8. Endorsements:
For The Corporation:
RENU-U International, Inc. dba/ColorMax
/s/ J. Kim Date: August 23, 1998
- -------------------- --------------------
J. Kim, Director
For the Consultant:
SEKE Marketing Enterprise Corp.
/s/ Hee K. Moon Date: August 24, 1999
- -------------------- ---------------------
Hee K. Moon, Owner
<PAGE>
[LETTERHEAD OF SEKE MARKETING ENTERPRISE CORP.]
August 24, 1999
Mr. Branden Burningham
455 East Fifth South
Suite 205
Salt Lake City, Utah 84111
Dear Mr. Burningham,
In reply to your letter dated August 17, 1999, the types of services which I
will perform include the following in the territories of Japan, Korea, Hong
Kong and Thailand:
* Expand Product Distribution Base.
* Facilitate contracts with business to provide ColorMax products to its
employees.
* Introduce qualified optical doctors throughout territory to ColorMax
Personnel.
* Give ColorMax product demonstrations and information to all of the
above.
Also, please confirm that SEKE is a sole proprietorship and that I am its
"alter ego".
Sincerely,
/s/ Hee K. Moon
- -----------------------
Hee K. Moon
Sole Proprietor
<PAGE>
[LETTERHEAD OF BRANDEN T. BURNINGHAM, ESQ.]
August 17, 1999
Hee K. Moon, Managing Director
SEKE Marketing Enterprise Corp.
#507, 8-Dong
Yesulin Building
Ansan-Si
Kyonggi-Do
Korea
Re: Issuance of compensatory shares of common stock of
Renu-U International, Inc., a Delaware corporation
doing business as "ColorMax Technologies, Inc." (the
"Company"), to Hee K. Moon, consultant, to be
registered on Form S-8 of the Securities and Exchange
Commission
Dear Mr. Moon:
I represent the Company in connection with the foregoing and have
been engaged to prepare a Registration Statement on Form S-8 of the Securities
and Exchange Commission for the registration of the securities to be issued to
you under a marketing consulting agreement with the Company.
I have prepared a brief Summary of certain recent amendments of
the Securities and Exchange Commission to this Form, and have enclosed a copy
thereof for your review.
Please review this Summary and advise me in writing of the types
of services you are to render, and please facsimile me a copy of this Summary,
with your typed comments (I cannot scan hand written notations for an EDGAR
filing), indicating, if applicable, that these prohibitions do not relate to
you or the services you are to render. If you provide separate hand written
comments, I will be happy to have them typed on this Summary.
I am advised that the Company is in the process of completing its
Annual Report on Form 10-KSB for the calendar year ended December 31, 1998,
and its Quarterly Reports on Form 10-QSB for the quarterly periods ended March
31, 1999, and June 30, 1999. These Forms must be completed and filed with the
Securities and Exchange Commission before the Company can complete its S-8
filing; once they are filed, I will provide you with copies, along with a copy
of the written consulting agreement regarding the shares to be issued pursuant
to the S-8.
I also note that you have signed the consulting agreement on
behalf of SEKE Marketing Enterprise Corp." Please be aware that the
Securities and Exchange Commission does not allow S-8 shares to be issued to
entities other than individuals. The recitals to the consulting agreement
state that SEKE is a sole proprietorship and show you as the signatory on
behalf of that entity. This is fine as long as SEKE is indeed a sole
proprietorship and you are its "alter ego." Please confirm to me in writing
if this is the case.
Thank you very much.
Yours very sincerely,
/s/ Branden T. Burningham
Branden T. Burningham
cc: Renu-U International, Inc.
MARKETING CONSULTING AGREEMENT
This consulting agreement is made and entered into as of August 20, 1999, by
and among RENU-U International, Inc. dba/ ColorMax, a U.S. based corporation
with its principal offices at 14251-A Chambers Road, Tustin CA 92780 (The
"Corporation") and Michael Swader reside at 10714 Abercorn Street, #20-C,
Savannah, Georgia 31419 (The "Consultant").
Now, therefore, in consideration of the foregoing and of the mutual covenants
and agreements set forth herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto hereby agree to as
follows:
1. Provision of Services: The consultant shall, to the extent reasonably
required in the conduct of the business of the Corporation, place at the
disposal of the Corporation, Consultant's judgment and experience and, to such
extent and at the prior written request of the Corporation, provide business
development and Medical Marketing services to the Corporation, including
without limitation the following;
(i) The Consultant shall provide through its experience, agents, and
contacts the Corporation with the opportunity for and contact with
the Consultant's Optical Doctors network. The Consultant shall
actively pursue and make contact for and on behalf of the Corporation
(as deemed fit by the Corporation). This service shall be provided
for the duration of the Agreement set forth herein, and/or until the
corporation has reached an appropriate level of market support in the
territory of the United States of America, as agreed by the parties.
(ii) Consultant shall introduce and facilitate contracts with business
networks that are known to consultant for the purpose of providing
Corporation's products to the businesses' employees,
(iii) Consultant shall seek to set appointments for ColorMax management
personnel to meet with the aforementioned entities, in order to
enable discussions promoting ColorMax and its products.
(iv) The Consultant shall use its best efforts in the furnishing of advice
and make available qualified professionals for the performance of
it's obligations under this agreement. To the extent reasonably
practical, Consultant shall use its own personnel rather than outside
professionals.
2. Compensation: The Consultant shall accept free trading Corporation
stock for the consulting services to be provided under this Agreement. This
consideration may be met by the delivery of free trading Corporation stock of
Fifty Thousand (50,000-) unrestricted common stock, at the discretion of the
Corporation to this agreement.
3. Term: This Agreement shall be in effect for 180 days, or until the
completion of all tasks set forth herein by the Consultant from date of
contract execution. The Corporation may at any time, and at it's sole
discretion, terminate this Agreement with a fifteen day written notice to
Consultant.
4. Non-Disclosure and Non-Compete: The Consultant agrees not use any
confidential data disclosed by ColorMax except for its own use or for any
purpose approved by ColorMax in writing. All employees and staffs who shall
engage in ColorMax businesses shall observe such restriction. During the term
of this Agreement, consultant shall not market, sell, lease, promote or
distribute any products which uses similar technologies or functions, and
compete with ColorMax products in the Territory.
5. Liability: Indemnification: The Corporation shall indemnify, save
harmless and defend Consultant and it's officers, employees and agents from
and against any loss, damage, liability, judgment, cost or expense whatsoever,
including counsel fees, suffered or incurred by it or him by reason of, or on
account of, its activities as a consultant to the Corporation hereunder,
except for any loss, damage, liability, judgment, cost or expense resulting
from willful malfeasance, bad faith or gross negligence in the performance
of the Consultant's duties hereunder.
The Consultant shall indemnity, save harmless and defend the Corporation
and it's officers, directors, employees and agents from, against and in
respect of any loss, damage, liability, judgment, cost or expense whatsoever,
including counsel fees, suffered or incurred by the Corporation by reason of,
or gross negligence in the performance of the Consultant's duties hereunder.
The Consultant shall at all times be an independent contractor of the
Corporation and except as expressly provided or authorized by this agreement,
shall have no authority to act for or represent the Corporation in any manner
whatsoever.
6. General: This Agreement sets forth the entire agreement and
understanding between the parties with respect to it's subject matter and
supersedes all prior discussions, agreements and understandings of every and
any nature between them with respect thereto. This agreement shall be by and
construed in accordance with the laws of the state of California applicable to
agreements made to be performed entirely within such state.
7. This agreement may be signed in counterparts via facsimile for
expedition of this Agreement only and each such counterpart shall be deemed a
part of this Agreement and to be an original.
8. Endorsements:
For The Corporation:
RENU-U International, Inc. dba/ColorMax
/s/ J. Kim Date: August 23, 1999
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J. Kim, Director
For the Consultant:
/s/ Michael Swader Date: August 24, 1999
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Michael Swader
<PAGE>
[LETTERHEAD OF CONCEPTUA]
August 25, 1999
Mr. Branden T. Burningham
Attorney At Law
455 East Fifth South-Suite 205
Salt Lake City, Utah 84111
Dear Mr. Burningham,
After careful consideration of the regulations regarding the issuance of
compensatory shares of Renu-U International, Inc., dba "ColorMax Technologies,
Inc.", to be registered on Form S-8 of the Securities and Exchange Commission,
I have outlined the following list of services to be provided under our
"Marketing Consulting Agreement".
1.) Contact and product promotion to 941 opthamologists throughout the
United States with the objective of securing market penetration for
ColorMax lenses;
2.) Introduction of ColorMax personnel and products to a network of
major self-insured businesses with the objective of securing
commercial endorsements and product utilization;
3.) Introduction of ColorMax personnel and products to a network of
Third Party Payers (e.g., insurance companies and managed care
companies) with intent to secure support and payment for ColorMax
products;
4.) Creation and maintenance of a ColorMax website with links to the
business, physician and third party payer networks.
It is my belief that the prohibitions of the S-8 filing are not
applicable to the nature of my Company, Conceptua (a sole proprietorship) or
to the services that will be provided to ColorMax under our agreement.
Feel free to contact me for any additional assistance.
Sincerely,
/s/ Michael E. Swader
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Michael E. Swader
President, Conceptua, Inc.
<PAGE>
[LETTERHEAD OF BRANDEN T. BURNINGHAM, ESQ.]
August 24, 1999
Mr. Michael Swader
10714 Abercorn Street, Suite 20-C
Savannah, Georgia 31419
Re: Issuance of compensatory shares of common stock of
Renu-U International, Inc., a Delaware corporation
doing business as "ColorMax Technologies, Inc." (the
"Company"), to Michael Swader, consultant, to be
registered on Form S-8 of the Securities and Exchange
Commission
Dear Mr. Swader:
I represent the Company in connection with the foregoing and have
been engaged to prepare a Registration Statement on Form S-8 of the Securities
and Exchange Commission for the registration of the securities to be issued to
you under a consulting agreement with the Company.
I have prepared a brief Summary of certain recent amendments of
the Securities and Exchange Commission to this Form, and have enclosed a copy
thereof for your review.
Please review this Summary and advise me in writing of the types
of services you are to render, and please facsimile me a copy of this Summary,
with your typed comments (I cannot scan hand written notations for an EDGAR
filing), indicating, if applicable, that these prohibitions do not relate to
you or the services you are to render. If you provide separate hand written
comments, I will be happy to have them typed on this Summary.
I am advised that the Company has recently completed its Annual
Report on Form 10-KSB for the calendar year ended December 31, 1998, and its
Quarterly Reports on Form 10-QSB for the quarterly periods ended March 31,
1999, and June 30, 1999. These Forms must be completed and filed with the
Securities and Exchange Commission before the Company can complete its S-8
filing; once they are filed, the Company has confirmed that it will provide
you with copies, along with a copy of the written consulting agreement
regarding the shares to be issued pursuant to the S-8.
Thank you very much.
Yours very sincerely,
/s/ Branden T. Burningham
Branden T. Burningham
cc: Renu-U International, Inc.
