HOLLYWOOD TRENZ INC, S-8, 1996-05-17

HOLLYWOOD TRENZ INC
S-8, 1996-05-17
BLANK CHECKS

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As filed with the Securities and Exchange Commission on May 17, 1996
Registration No.
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HOLLYWOOD TRENZ, INC.
(Exact name of registrant as specified in its charter)

Delaware 59-2839130
---------------------------- ---------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

CONSULTING AGREEMENTS
(Full title of the plan)

3471 North Federal Highway, Ft. Lauderdale. FL 33306 Telephone 954-568-0433
---------------------------------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's office)

Edward R. Showalter, President
3471 North Federal Highway. Ft. Lauderdale, FL 33306 Telephone 954-568-0433
---------------------------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of communications to the agent for service to:

Timothy J. O'Connor, Esq., O'Connor & Associates, P.C.
7730 E. Belleview Avenue, Suite 102
Englewood, Colorado 80111
Telephone (303)741-6100

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: [ X ]

CALCULATION OF REGISTRATION FEE
=============================================================================================
Proposed
Title of Proposed maximum
securities Amount maximum aggregate Amount of
to be to be offering offering registration
registered registered per share (1) price (1) fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(no par value) 4,700,000 shares $0.175 $822,500 $284
=============================================================================================
<FN>

(1) Pursuant to Rule 457(c), based upon the average of the bid and ask prices of the common
stock as of May 14, 1996.
===============================================================================================
</FN>
</TABLE>

<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information. See Item 2 below.
-----------------

Item 2. Registrant Information and Employee Plan Annual Information.
------------------------------------------------------------

The document(s) containing the information specified in Items 1 and 2
of Part I of Form S-8 will be sent or given to participants in the Consulting
Agreements filed as Exhibits to this Registration Statement (the "Consulting
Agreements") in accordance with Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"). Such document(s) are not filed with the Commission in
compliance with the Note to Part 1 of Form S-8, but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) of the Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

(a) The Company's annual report on Form 10-KSB for the year
ended December 31, 1995 filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act.

(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the report
referred to in (a) above.

(c) The description of the Common Stock of the Company that is
contained in the Registration Statement filed by the Company under the
Securities and Exchange Act including any amendment or report filed for the
purpose of updating such description.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel

Not Applicable.

Item 6. Indemnification of Directors and Officers

Pursuant to the Company's Bylaws, the officers and directors of the Company
are entitled to indemnification to the maximum extent permitted by the Delaware
General Corporation Law. Such indemnification may limit his or her liability in
that capacity. Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

<PAGE>

Item 7. Exemption from Registration Claimed

Not applicable

Item 8. Exhibits

Exhibit Description
- ------- -----------

(4)(a)(1) Consulting Agreement dated May 3, 1996, between the Company and
Electronic Experience

(4)(a)(2) Consulting Agreement dated May 3, 1996, between the Company
and Innovative II, Inc.

(4)(a)(3) Consulting Agreement dated May 3, 1996, between the Company and
Kimberly Martineau

(4)(a)(4) Consulting Agreement dated May 6, 1996, between the Company and
Euro International Design

(4)(a)(5) Consulting Agreement dated May 7, 1996, between the Company
and Pinnacle Corporate Marketing, Inc.

(5) Opinion of O'Connor & Associates, P.C. relating to the issuance of
shares of securities pursuant to the Consulting Agreements

(23)(a) Consent of O'Connor & Associates, P.C. included in the opinion
filed as Exhibit (5) hereto

(23)(b) Consent of independent certified public accountants

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

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

(b) That, for the purposes of determining any liability under
the 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; and

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

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Ft. Lauderdale and the State of Florida, on the 17th
day of May, 1996.

Hollywood Trenz, Inc.

By: /s/ Edward R. Showalter
----------------------------------------
Edward R. Showalter
President, Chief Executive and Chief
Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
--------- ----- ----
President, Principal
Executive and Financial May 17,1996
/s/ Edward R. Showalter Officer and Chairman of
- ------------------------- the Board of Directors
Edward R. Showalter

Vice Chairman, Chief May 17,1996
/s/ Robert E. Burton. Jr. Operating Officer and
------------------------- Director
Robert E. Burton, Jr.

/s/ Gregory D. Smith Director May 17, 1996
- --------------------------
Gregory D. Smith

<PAGE>

As filed with the Securities and Exchange Commission on May 17, 1996.
Registration No.
================================================================================

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXHIBITS

------------------------------------
Hollywood Trenz, Inc.
------------------------------------

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------------------

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

<PAGE>

EXHIBIT INDEX
Hollywood Trenz, Inc.

Exhibit
Number Description
- --------- -----------

(4)(a)(1) Consulting Agreement dated May 3, 1996, between the Company and
Electronic Experience

(4)(a)(2) Consulting Agreement dated May 3, 1996, between the Company
and Innovative II, Inc.

(4)(a)(3) Consulting Agreement dated May 3, 1996, between the Company and
Kimberly Martineau

(4)(a)(4) Consulting Agreement dated May 6, 1996, between the Company and
Euro International Design

(4)(a)(5) Consulting Agreement dated May 7, 1996, between the Company
and Pinnacle Corporate Marketing, Inc.

(5) Opinion of O'Connor & Associates, P.C. relating to the issuance of
shares of securities pursuant to the Consulting Agreements

(23)(a) Consent of O'Connor & Associates, P.C. included in the opinion
filed as Exhibit (5) hereto

(23)(b) Consent of independent certified public accountants

Exhibit 4(a)(1)

CONSULTING AGREEMENT

This Agreement is effective as of the 3rd day of May, 1996, by and between
Hollywood Trenz, Inc., a Delaware corporation (the "Company") and Electronic
Experience (the "Consultant").

WHEREAS, the Company is engaged in the business of building and operating
family entertainment centers; and

WHEREAS, the Consultant is an expert in the operation of coin operated
video and redemption games; and

WHEREAS, the Company desires to retain the Consultant to provide consulting
services for the Company in connection with the arcade areas in the family
entertainment centers.

NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:

1. Duties and Involvement.
-----------------------

a. The Company hereby engages Consultant to provide consulting services to
the Company with respect to the purchase and operation of coin operated video
and redemption games to be included in the arcade areas of the Company's family
entertainment centers.

b. Consultant acknowledges that it is not an officer, director, or agent of
the Company, that it is not and will not be responsible for any management
decisions on behalf of the Company and that it may not commit the Company to any
action. Consultant represents that it does not have, through stock ownership or
otherwise, the power to control the Company nor to exercise any dominating
influence over its management.

2. Term.
----

This Agreement shall continue for twelve (12) months from the date of this
Agreement; provided that Consultant's employment hereunder may be terminated
during the term of this Agreement under the following circumstances:

a. Cause. The Company may immediately terminate Consultant's employment
hereunder for cause without prior notice. For purposes of this Agreement, the
Company shall have "cause" to terminate Consultant's employment hereunder upon
(i) the willful failure or refusal by Consultant to perform its duties
hereunder; or (ii) Consultant's willful misconduct which is materially injurious
to the Company, monetarily or otherwise; or (iii) the violation by Consultant of
the provisions of this Agreement.

<PAGE>

b. Termination by the Company with Notice. The Company may terminate this
Agreement at any time upon 30 days' written notice.

3. Compensation and Expenses.
--------------------------

a. As total and complete consideration for the services to be provided by
Consultant to the Company;

The Company agrees to issue to Consultant 1,000,000 free trading shares of
the Company's Common Stock in such installments and at such times during the
term of this Agreement as the Company's management shall determine that the
shares have been earned by the performance of the services required pursuant to
the terms of this Agreement.

b. The Company will reimburse the Consultant for expenses reasonably
incurred by the Consultant in performing its obligations under this Agreement,
subject to prior approval of such expenses by the Company. The Consultant will
repay to the Company advances made by the Company to or on behalf of the
Consultant that the Company and the Consultant agree are to be repaid.

4. Services not Exclusive.
-----------------------

The Consultant shall devote such of its time and effort necessary to the
discharge of its duties hereunder. The Company acknowledges that the Consultant
is engaged in other business activities and that it will continue such
activities during the term of this Agreement. The Consultant shall not be
restricted from engaging in other business activities during the term of this
Agreement.

5. Confidentiality.
----------------

Consultant acknowledges that it will have access to confidential
information regarding the Company and its business. Consultant agrees that it
will not, during or subsequent to the term of this Agreement, divulge, furnish
or make accessible to any person (other than with the written permission of the
Company) any knowledge or information or plans of the Company with respect to
the Company or its business, including, but not limited to, the products of the
Company, whether in the concept or development stage or being marketed by the
Company on the effective date of this Agreement or during the term hereof.

<PAGE>

6. Covenant not to Compete.
------------------------

During the term of this Agreement, Consultant warrants, represents and
agrees that it will not directly or indirectly compete with the Company.

Investment Representation.
--------------------------

a. Access to Information.
----------------------

The Consultant represents and warrants that it has access to all
information available to the Company concerning its condition, financial and
otherwise, its management, its business and its prospects. The Consultant
represents that it has received a copy of the Company's most recent Form 10-KSB
and any subsequent Forms 10-QSB and Forms 8-K (the "Disclosure Documents"). The
Consultant represents that it has read the Disclosure Documents and has reviewed
all available information with its legal, financial and investment advisors to
the extent that it deemed such review necessary or appropriate. The Consultant
acknowledges that it is aware that because of the Company's financial position
and other factors, the acquisition of the shares to be paid to Consultant as
compensation involves a high degree of risk, including the risk that the
Consultant may lose the entire investment in the shares of Common Stock.

The Consultant further represents that it and its advisors have been afforded
the opportunity to discuss the Company with its management. As a result, the
Consultant is cognizant of the financial condition and operations of the
Company, has available full information concerning its affairs and has been able
to evaluate the merits and risks of the investment in the Common Stock. The
Consultant represents and warrants to the Company that it has received from the
Company and otherwise has access to all information necessary to verify the
accuracy of the information contained in the Disclosure Documents.

b. Registration of Securities.
---------------------------

The Company agrees at its expense to file a Registration Statement on Form
S-8 to register the shares prior to the first issuance of shares under Section 3
hereof.

7. Assignment.
-----------
This Agreement may not be assigned by either party hereto.

<PAGE>

8. Arbitration.
------------

Any dispute arising between Consultant and the Company concerning this
Agreement or its interpretation shall be resolved by submission to arbitration
in Ft. Lauderdale, Florida, in accordance with the rules of the American
Arbitration Association then in effect. Any award made by such arbitrators shall
be binding and conclusive for all purposes thereof, may include injunctive
relief, and may be entered as a final judgment in any court of competent
jurisdiction. The costs and expenses of such arbitration shall be borne in
accordance with the determination of the arbitrators.

9. Notices.
--------

All notices required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given: (i) two hours after
delivered personally to the party to be notified; or (ii) three business days
after deposited in the U.S. mail, postage paid via registered or certified mail,
return receipt requested. Notices to the Company shall be addressed to its
Chairman at its principal executive office, and to the Consultant at the address
set forth beneath the signature line, or to such other addresses as either party
may designate by notice to the other party.

10. Governing Law.
--------------

This Agreement shall be construed by and enforced in accordance with the
laws of the State of Florida.

11. Entire Agreement.
-----------------

This Agreement contains the entire understanding and agreement between the
parties. There are no other agreements, conditions or representations, oral or
written, express or implied, with regard thereto. This Agreement may be amended
only in writing signed by both parties.

12. Non-waiver.
-----------

A delay or failure by either party to exercise a right under this
Agreement, or a partial or single exercise of that right, shall not constitute a
waiver of that or any other right.

13. Headings.
---------

Headings in this Agreement are for convenience only and shall not be used
to interpret or construe its provisions.

<PAGE>

14. Counterparts.
-------------

This Agreement may be executed in courterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement.

15. Binding Effect.
---------------

The provisions of this Agreement shall be binding upon the parties, their
successors and assigns.

16. Severability.
-------------

If any provisions of this Agreement or application thereof to any person or
circumstance shall be deemed or held to be in invalid, illegal or unenforceable
to any extent, the remainder of this Agreement shall not be affected and the
application of such affected provision shall be enforced to the greatest extent
possible under the law.

17. Pronouns.
---------

All the words used in this Agreement, regardless of the number and gender
in which they are used, shall be deemed to include any other number, singular or
plural, and any other gender, masculine, feminine or neuter, as the context may
require.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement to be effective as of the day and year first above written.

HOLLYWOOD TRENZ, INC. ELECTRONIC EXPERIENCE

By: /S/ EDWARD R. SHOWALTER By: /S/ JON DAUGHERTY
------------------------- --------------------------
Chairman, President, C.E.O. President
3471 N. Federal Highway, Suite 501 332 Forest Hills Drive
Ft. Lauderdale, FL 33306 Rancho Mirage, CA 92270

Exhibit 4(a)(2)

CONSULTING AGREEMENT

This Agreement is effective as of the 3rd day of May, 1996, by and between
Hollywood Trenz, Inc., a Delaware corporation (the "Company") and Innovative II,
Inc. (the "Consultant").

WHEREAS, the Company is engaged in the business of building and operating
family entertainment centers; and

WHEREAS, the Company has retained the Consultant to provide restaurant
consulting services for the Company; and

WHEREAS, the Consultant has become more involved in the overall development
of the centers than originally contemplated and additional share compensation is
due the Consultant.

NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:

1. Duties and Involvement.
-----------------------

a. The Company hereby engages Consultant to provide consulting services to
the Company, including menu design, development of manuals, and assistance in
equipment purchases, locating vendors, hiring qualified personnel, setting up
cost controls, training personnel and in the opening and startup of individual
restaurants.

2. Term.
-----

a. Cause. The Company may immediately terminate Consultant's employment
hereunder for cause without prior notice. For purposes of this Agreement, the
Company shall have "cause" to terminate Consultant's employment hereunder upon
(i) the willful failure or refusal by Consultant to perform its duties
hereunder; or (ii) Consultant's willful misconduct which is materially injurious
to the Company, monetarily or-otherwise; or (iii) the violation by Consultant of
the provisions of this Agreement.

<PAGE>

b. Termination by the Company, with Notice. The Company may terminate this
Agreement at any time upon 30 days' written notice.

3. Compensation and Expenses.
--------------------------

a. As total and complete consideration for the services to be provided by
Consultant to the Company;

The Company agrees to issue to Consultant 1,200,000 free trading shares of
the Company's Common Stock in such installments and at such times during the
term of this Agreement as the Company's management shall determine that the
shares have been earned by the performance of the services required pursuant to
the terms of this Agreement.

4. Services not Exclusive.
-----------------------

5. Confidentiality.
----------------

<PAGE>

6. Covenant not to Compete.
------------------------

During the term of this Agreement, Consultant warrants, represents and
agrees that it will not directly or indirectly compete with the Company.

Investment Representation.
--------------------------

a. Access to Information.
----------------------

b. Registration of Securities.

The Company agrees at its expense to file a Registration Statement on Form
S-8 to register the shares prior to the first issuance of shares under Section 3
hereof.

7. Assignment.
-----------

This Agreement may not be assigned by either party hereto.

<PAGE>

8. Arbitration.
------------

9. Notices.
--------

All notices required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given: (i) two hours after
delivered personally to the party to be notified; or (ii) three business days
after deposited in the U.S. mail, postage paid via registered or certified mail,
return receipt requested. Notice to the Company shall be addressed to its
Chairman at its principal executive office, and to the Consultant at the address
set forth beneath the signature line, or to such other addresses as either party
may designate by notice to the other party.

10. Governing Law.
--------------

This Agreement shall be construed by and enforced in accordance with the
laws of the State of Florida.

11. Entire Agreement.
-----------------

12. Non-waiver.
-----------

A delay or failure by either party to exercise a right under this
Agreement, or a partial or single exercise of that right, shall not constitute a
waiver of that or any other right.

13. Headings.
---------

Headings in this Agreement are for convenience only and shall not be used
to interpret or construe its provisions.

<PAGE>

14. Counterparts.
-------------

This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement.

15. Binding Effect.
---------------

The provisions of this Agreement shall be binding upon the parties, their
successors and assigns.

16. Severability.
-------------

If any provisions of this Agreement or application thereof to any person or
circumstance shall be deemed or held to be invalid, illegal or unenforceable to
any extent, the remainder of this Agreement shall not be affected and the
application of such affected provision shall be enforced to the greatest extent
possible under law.

17. Pronouns.
---------

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement to be effective as of the day and year first above written.

HOLLYWOOD TRENZ, INC INNOVATIVE II, INC.

By: /s/ EDWARD R. SHOWALTER By: /s/ DARREL BROEK
------------------------- ---------------------------
Chairman, President, C.E.O. President
3471 N. Federal Highway, Suite 501 2601 East Atlantic Blvd.
Ft. Lauderdale, FL 33306 Pompano Beach, FL 33062

Exhibit 4(a)(3)

CONSULTING AGREEMENT

This Agreement is effective as of the 3rd day of May, 1996, by and
between Hollywood Trenz, Inc., a Delaware corporation (the "Company") and
Kimberly Martineau (the "Consultant").

WHEREAS, the Company is engaged in the business of building and operating
family entertainment centers; and

WHEREAS, the Consultant is able to assist the Company in obtaining liquor
licenses for its restaurants in the State of Arizona; and

WHEREAS, the Company desires to retain the Consultant to provide consulting
services for the Company.

NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:

1. Duties and Involvement.
-----------------------

a. The Company hereby engages Consultant to provide consulting services and
assistance in obtaining liquor licenses for the Company's restaurants in the
State of Arizona.

2. Term.
-----

<PAGE>

b. Termination by the Company with Notice. The Company may terminate this
Agreement at any time upon 30 days' written notice.

3. Compensation and Expenses.
--------------------------

a. As total and complete consideration for the services to be provided by
Consultant to the Company;

The Company agrees to issue to Consultant 100,000 free trading; shares of
the Company's Common Stock in such installments and at such times during the
term of this Agreement as the Company's management shall determine that the
shares have been earned by the performance of the services required pursuant to
the terms of this Agreement.

4. Service not Exclusive.
----------------------

5. Confidentiality.
----------------

<PAGE>

6. Covenant not to Compete.
------------------------

During the term of this Agreement, Consultant warrants, represents and
agrees that it will not directly or indirectly compete with the Company.

Investment Representation.
--------------------------

a. Access to Information.
----------------------

b. Registration of Securities.
---------------------------

The Company agrees at its expense to file a Registration Statement on Form
S-8 to register the shares prior to the first issuance of shares under Section 3
hereof.

7. Assignment.
-----------

This Agreement may not be assigned by either party hereto.

<PAGE>

8. Arbitration.
------------

9. Notices.
--------

All notice required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given: (i) two hours after
delivered personally to the party to be notified; or (ii) three business days
after deposited in the U.S. mail, postage paid via registered or certified mail,
return receipt requested. Notice to the Company shall be addressed to its
Chairman at its principal executive office, and to the Consultant at the address
set forth beneath the signature line, or to such other addresses as either party
may designate by notice to the other party.

10. Governing Law.
--------------

This Agreement shall be construed by and enforced in accordance with the
laws of the State of Florida.

11. Entire Agreement.
-----------------

12. Non-waiver.
-----------

A delay or failure by either party to exercise a right under this
Agreement, or a partial or single exercise of that right, shall not constitute a
waiver of that or any other right.

13. Headings.
---------

Headings in this Agreement are for convenience only and shall not be used
to interpret or construe its provisions.

<PAGE>

14. Counterparts.
-------------

This Agreement may be executed in counterparts, each of which shall he
deemed an original, but all of which together shall constitute one and the same
agreement.

15. Binding Effect.
---------------

The provisions of this Agreement shall be binding upon the parties, their
successors and assigns.

16. Severability.
-------------

17. Pronoun.
--------

All the words used in this Agreement, regardless of the number and gender
in used, shall be deemed to include any other number, singular or plural, and
any other gender, masculine, feminine or neuter, as the context may require.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement to be effective as of the day and year first above written.

HOLLYWOOD TRENZ, INC.

By: /s/ EDWARD R. SHOWALTER /S/ KIMBERLY MARTINEAU
------------------------- ---------------------------------
Chairman, President, C.E.O. Kimberly Martineau
3471 N. Federal Highway, Suite 501 340 E. Larkspur Lane
Ft. Lauderdale, FL 33306 Tempe, AZ 85281

Exhibit 4(a)(4)

CONSULTING AGREEMENT

This Agreement is effective as of the 6th day of May, 1996, by and between
Hollywood Trenz, Inc., a Delaware corporation (the "Company") and Euro
International Design (the "Consultant").

WHEREAS, the Company is in the business of constructing and operating
family entertained centers; and

WHEREAS, the Consultant is in the business of providing design services;
and

WHEREAS, the Company desires to retain the Consultant to provide design
services for the Company.

NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:

1. Duties and Involvement.
-----------------------

a. The Company hereby engages Consultant to provide design services in
connection with the Company's family entertainment centers. Such services will
generally include advice to and consulting with the Company's management and
contractors concerning the design of the interior of the children's area, the
exterior design of the laser tag area, the design of the restaurant tables,
chairs and menus, the obtaining of movie and entertainment memorabilia for
display and sale and costuming in the children's area and the laser tag area.

2. Term.
-----

This Agreement shall continue for three (3) years from the date of this
Agreement; provided that Consultant's employment hereunder may be terminated
during the term of this Agreement under the following circumstances:

<PAGE>

a. Cause. The Company may immediately terminate Consultant's employment
hereunder for cause without prior notice. For purposes of this Agreement, the
Company shall have "cause" to terminate Consultant's employment hereunder upon
(i) the willful failure or refusal Consultant to perform its duties hereunder;
or (ii) Consultant's willful misconduct which is materially injurious to the
Company, monetarily or otherwise or (iii) the violation by Consultant of the
provisions of this Agreement.

b. Termination by the Company with Notice. The Company may terminate the
Agreement at any time upon 30 days' written notice.

3. Compensation.
-------------

As total and complete consideration for the services to be provided by
Consultant to the Company, the Company agrees to issue to Consultant 1,200,000
free trading shares of the Company's Common Stock in such installments and at
such time during the term of this Agreement as the Company's management shall
determine that the shares have been earned by the performance of the services
required pursuant to the terms of this Agreement.

4. Services not Exclusive.
-----------------------

5. Confidentiality.
----------------

Consultant acknowledges that it will have access to confidential
information regarding the Company and its business. Consultant agrees that it
will not, during or subsequent to the term of this Agreement, divulge, furnish,
or make accessible to any person (other than with the written permission of the
Company) any knowledge or information or plans of the Company with respect to
the Company or its business, including, but not limited to, the products of the
Company, whether in the concept or development stage or being marketed by the
Company on the effective date of this Agreement or during the term hereof.

6. Covenant not to Compete.
------------------------

During the term of this Agreement, Consultant warrants, represents and
agrees that it will not directly or indirectly compete with the Company.

<PAGE>

Investment Representation.
--------------------------

a. Access to Information.
----------------------

b. Registration of Securities.
---------------------------

The Company agrees at its expense to file a Registration Statement on Form
S-8 to register the shares prior to the first issuance of shares under Section 3
hereof.

7. Assignment.
-----------

This Agreement may not be assigned by either party hereto.

8. Arbitration.
------------

Any dispute arising between Consultant and the Company concerning this
Agreement or its interpretation shall be resolved by submission to arbitration
in Ft. Lauderdale, Florida in accordance with the rules of the American
Arbitration Association then in effect. Any award made by such arbitrators shall
be binding and conclusive for all purposes thereof, may include injunctive
relief, and may be entered as a final judgment in any court of competent
jurisdiction.

<PAGE>

The costs and expenses of such arbitration shall be borne in accordance with the
determination of the arbitrators.

9. Notices.
--------

All notices required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given: (i) two hours after
delivered personally to the party to be notified; or (ii) three business days
after deposited in the U.S. mail, postage paid via registered or certified mail
return receipt requested. Notices to the Company shall be addressed to its
Chairman at its principal executive office and to the Consultant at the address
set forth beneath the signature line, or to such other addresses as either party
may designate by notice to the other party.

10. Governing Law.
--------------

This Agreement shall be construed by and enforced in accordance with the
laws of the State of Florida.

11. Entire Agreement.
------------------

12. Non-waiver.
-----------

A delay or failure by either party to exercise a right under this
Agreement, or a partial or single exercise of that right, shall not constitute a
waiver of that or any other right.

13. Headings.
----------

Headings in this Agreement are for convenience only and shall not be used
to interpret or construe its provisions.

14. Counterparts.
-------------

This Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
agreement.

<PAGE>

15. Binding Effect.
---------------

The provisions of this Agreement shall be binding upon the parties, their
successors and assigns.

16. Severability.
-------------

17. Pronouns.
---------

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement to be effective as of the day and year first above written.

HOLLYWOOD TRENZ, INC. EURO INTERNATIONAL DESIGN
BY: /S/ EDWARD R. SHOWALTER BY: /S/ TRACY A. BRAIME
------------------------- ------------------------------
Edward R. Showalter Tracy A. Braime
Chairman, President, C.E.O. P.O. Box 39563
3471 N. Federal Highway, Suite 508 Ft. Lauderdale, FL 33339
Ft. Lauderdale, FL 33306

Exhibit 4(a)(5)

CONSULTING AGREEMENT

This Agreement is effective as of the 7th day of May, 1996, by and between
Hollywood Trenz, Inc., a Delaware corporation (the "Company") and Pinnacle
Corporate Marketing, Inc. (the "Consultant").

WHEREAS, the Company is engaged in the business of building and operating
family entertainment centers; and

WHEREAS, the Consultant is experienced in promotional and marketing
activities and is knowledgeable in computer software; and

WHEREAS, the Company desires to retain the Consultant to provide consulting
services for the Company.

NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:

1. Duties and Involvement.
-----------------------

a. The Company hereby engages Consultant to provide consulting services to
the Company, including development and implementation of a marketing strategy
for convention business and professional groups, youth and educational
organizations, assistance in the implementation of local advertising and
promotional strategies and programs for the entire target market base,
development and implementation of a Worldwide Web site, assistance in the
securing, filing, and registration of liquor licenses for the Company,
development and implementation of a computer software system, and provision of
marketing support for investor related information.

2. Term.
-----

<PAGE>

a. Cause. The Company may immediately terminate Consultant's employment
hereunder for cause without prior notice. For purpose of this Agreement, the
Company shall have "cause" to terminate Consultant's employment hereunder upon
(i) the willful failure or refusal by Consultant to perform its duties
hereunder; or (ii) Consultant's willful misconduct which is materially injurious
to the Company, monetarily or otherwise; or (iii) the violation by Consultant of
the provisions of this Agreement.

b. Termination by the Company with Notice. The Company may terminate this
Agreement at any time upon 30 days' written notice.

3. Compensation and Expenses.
--------------------------

a. As total and complete consideration for the services to be provided by
Consultant to the Company;

4. Services not Exclusive.
-----------------------

5. Confidentiality.
----------------

Consultant acknowledges that it will have access to confidential
information regarding the Company and its business. Consultant agrees that it
will not, during or subsequent to the term of this Agreement, divulge, furnish
or make accessible to any person (other than with the written permission of the
Company) any knowledge or information or plans of the Company with respect to
the Company or its business, including, but not limited to, the products of the
Company whether in the concept or development stage or being marketed by the
Company on the effective date of this Agreement or during the term hereof.

<PAGE>

6. Covenant not to Compete.
------------------------

During the term of this Agreement, Consultant warrants, represents and
agrees that it will not directly or indirectly compete with the Company.

Investment Representation.
--------------------------

a. Access to Information.
----------------------

The Consultant represents and warrants that it has access to all
information available to the Company concerning its condition, financial and
otherwise, its management, its business and its prospects. The Consultant
represents that it has received a copy of the Company's most recent Form 10-KSB
and any subsequent Forms 10-QSB and Forms 8-K (the "Disclosure Documents"). The
Consultant represents that it has read the Disclosure Documents and has reviewed
all available information with its legal, financial and investment advisors to
the extent that it deemed such review necessary or appropriate. The Consultant
acknowledge that it is aware that because of the Company's financial position
and other factors, the acquisition of the shares to be paid to Consultant as
compensation involves a high degree of risk, including the risk that the
Consultant may lose the entire investment in the shares of Common Stock.

b. Registration of Securities.
---------------------------

The Company agrees at its expense to file a Registration Statement on Form
S-8 to register the shares prior to the first issuance of shares under Section 3
hereof.

7. Assignment.
-----------

This Agreement may not be assigned by either party hereto.

<PAGE>

8. Arbitration.
------------

9. Notices.
--------

10. Governing Law.
--------------

This Agreement shall be construed by and enforced in accordance with the
laws of the State of Florida.

11. Entire Agreement.
-----------------

12. Non-waiver.
-----------

A delay or failure by either party to exercise a right under this
Agreement, or a partial or single exercise of that right, shall not constitute a
waiver of that or any other right.

13. Heading.

Headings in this Agreement are for convenience only and shall not be used
to interpret or construe its provisions.

<PAGE>

14. Counterparts.
-------------

This Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
agreement.

15. Binding Effect.
---------------

The provisions of this Agreement shall be binding upon the parties, their
successor and assigns.

16. Severability.
-------------

17. Pronouns.
---------

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement to be effective as of the day and year first above written.

HOLLYWOOD TRENZ, INC. PINNACLE CORPORATE MARKETING, INC.

By: /S/ EDWARD R. SHOWALTER By: /S/ RANDY MARTINEAU
-------------------------- ------------------------------------
Chairman, President, C.E.O. President
3471 N. Federal Highway, Suite 501 340 E. Larkspur Lane
Ft. Lauderdale, FL 33306 Tempe, AZ 85281

O'CONNOR & ASSOCIATES, P.C.
ATTORNEYS AT LAW
7730 EAST BELLEVIEW AVENUE, SUITE 102
ENGLEWOOD, COLORADO 80111
TELEPHONE (303)741-6100
FAX (303)771-7959

May 17, 1996

Hollywood Trenz, Inc.
3471 North Federal Highway
Ft. Lauderdale, FL 33306

Ladies and Gentlemen:

We have acted as counsel to Hollywood Trenz, Inc. (the "Corporation") in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed on or about May 17, 1996 with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to 4,700,000 shares (the "Securities") of
common stock, $.0001 par value, of the Corporation which may be issued from time
to time pursuant to the Consulting Agreement dated May 3, 1996 with Electronic
Experience, the Consulting Agreement dated May 3, 1996 with Innovative II, Inc.,
the Consulting Agreement dated May 3, 1996 with Kimberly Martineau, the
Consulting Agreement dated May 6, 1996 with Euro International Design, and the
Consulting Agreement dated May 7, 1996 with Pinnacle Corporate Marketing, Inc.
(collectively the "Consulting Agreements").

We have examined the photostatic or facsimile copies of such records of the
Corporation, certificates of officers of the Corporation and of public officials
and such other documents as we have deemed relevant and necessary as the basis
for the opinion set forth below. In such examination, we have relied upon the
representations of the Company as to the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of all documents submitted to us as photostatic or
facsimile copies. We have also made inquiries of officers and employees of the
Corporation and of such others as deemed necessary for purposes of this opinion.

Based upon our examination and inquiries referred to above and subject to
the requirements stated below, we are of the opinion that, when issued and paid
for in compliance with the Delaware General Corporation Law, the Securities will
be legally issued, fully paid and nonassessable.

Our opinion is subject to the following requirements: the Board of
Directors of the Corporation must duly authorize the issuance of the Securities
in compliance with the Delaware General Corporation Law; the Registration
Statement must be effective under the Securities Act; there must be compliance
with applicable securities or blue sky laws of various jurisdictions; and the
Securities must be duly executed, authenticated, issued and delivered against
payment therefor in accordance with the terms of the Consulting Agreements and
the Delaware General Corporation Law.

We consent to the filing of this opinion as an Exhibit to the Registration
Statement.

O'CONNOR & ASSOCIATES, P.C.

/s/ O'Connor & Associates, P.C.

Consent of O'Connor & Associates, P.C. included in the opinion as filed as
Exhibit 5 hereto

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Hollywood Trenz, Inc. of our report dated March 15,
1996, relating to the financial statements of Hollywood Trenz, Inc. as of
December 31, 1995.

Winter, Scheifley & Associates, P.C.
Certified Public Accountants

May 17, 1996
Englewod, Colorado