HOLLYWOOD TRENZ INC, S-8, 1996-04-19

HOLLYWOOD TRENZ INC
S-8, 1996-04-19
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As filed with the Securities and Exchange Commission on April 18, 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
-------
<TABLE>
<CAPTION>

CALCULATION OF REGISTRATION FEE

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

Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee (1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Common Stock
(no par value) 3,800,000 shares $0.26 $988,000 $341
===================================================================================================================
<FN>

(1) Pursuant to Rule 457(c), based upon the average of the bid and ask prices of the common stock as of April
15, 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 being 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 April 10, 1996, between the Company and
Euro International Design

(4)(a)(2) Consulting Agreement dated April 9, 1996, between the Company and
Creative Media International, Inc.

4)(a)(3) Consulting Agreement dated April 4, 1996, between the Company and
James Ewell

(4)(a)(4) Consulting Agreement dated April 4, 1996, between the Company and
John Sloan

(5) Opinion of O'Connor & Associates, P.C. relating to the original
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) Consents of independent certified public accountants
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
18th day of April , 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
Officer and Chairman of the April 18, 1996
/s/ Edward R. Showalter Board of Director
- -------------------------
Jeanne M. Anderson

Vice Chairman, Chief April 18, 1996
/s/ Robert E. Burton, Jr. Operating Officer and Director
- -------------------------
Robert E. Burton, Jr.

Director April 18, 1996
/s/ Gregory D. Smith
- -------------------------
Gregory D. Smith

<PAGE>

As filed with the Securities and Exchange Commission on April 18, 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 Page

(4)(a)(1) Consulting Agreement dated April 10, 1996, between
the Company and Euro International Design

(4)(a)(2) Consulting Agreement dated April 9, 1996, between
the Company and Creative Media International, Inc.

(4)(a)(3) Consulting Agreement dated April 4, 1996, between
the Company and James Ewell

(4)(a)(4) Consulting Agreement dated April 4, 1996, between
the Company and John Sloan

(5) Opinion of O'Connor & Associates, P.C. relating to
the issuance of shares of common stock pursuant to
the DCX 1995 Stock Incentive Plan

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

(23.2) Consent of independent certified public accountants

<PAGE>

Exhibit 4(a)(1)

Consulting Agreement dated April 10, 1996, between the
Company and Euro International Design
- -------------------------------------------------------------------------------

<PAGE>

CONSULTING AGREEMENT

This Agreement is effective as of the 10th day of April, 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.

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 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 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.

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.

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.

6. Covenant not to Compete.

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

<PAGE>

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.

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.

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 eith er 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 Agree ment 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.

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.

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.

By: /S/ EDWARD R. SHOWALTER
----------------------------------------
Edward R. Showalter
Chairman, President, C.E.O.
3471 N. Federal Highway, Suite 508
Ft. Lauderdale, Florida 33306

EURO INTERNATIONAL DESIGN

By: /S/ TRACY A. BRAIME
----------------------------------------
Tracy A. Braime
P. O. Box 39563
Ft. Lauderdale, FL 33339

Exhibit 4(a)(2)

Consulting Agreement dated April 9, 1996, between the
Company and Creative Media International, Inc.
- --------------------------------------------------------------------------------

<PAGE>

CONSULTING AGREEMENT

This Agreement is effective as of the 9th day of April, 1996, by and
between Hollywood Trenz, Inc., a Delaware corporation (the "Company") and
Creative Media International, Inc. (the "Consultant").

WHEREAS, the Company is a public company; and

WHEREAS, the Consultant is in the business of assisting public companies in
financial relations; 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 financial and public
relations services. Such services will generally include advice to and
consulting with the Company's management concerning marketing surveys, investor
profile information, methods of expanding investor support and increasing
investor awareness of the Company and its products and/or services. Consultant
will also provide additional services to the Company, including broker
relations, assisting in the preparation and formatting of due diligence
meetings, and attendance at conventions and trade shows, all as more fully set
forth in Exhibit "A" attached hereto and incorporated herein by reference.

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:

<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 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.

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

The Company agrees to issue to Consultant 500,000 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.

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

<PAGE>

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. CREATIVE MEDIA
INTERNATIONAL, INC.

By: /S/ EDWARD R. SHOWALTER By: /S/ RICHARD MARGULIES
---------------------------- ------------------------------------
Edward R. Showalter Richard Margulies
Chairman, President, C.E.O. Vice President
3471 N. Federal Highway, Suite 501 Rariton Plaza III, Corp. Plaza
Ft. Lauderdale, FL 33306 101 Fieldcrest Avenue
Edison, NJ 08837

<PAGE>
Exhibit A

FINANCIAL RELATIONS PACKAGE
BY
CREATIVE MEDIA INTERNATIONAL, INC.

Broker Solicitation Campaign

Consultant will provide, for a twelve-month period, specialized
professional financial public relations services, via direct
personal telephone contact, to inform, update and generate interest
in the Company and its stock on the part of select brokers and
market makers.

Print media advertisements, geared to both brokers and investors

Advertisements geared to both brokers and investors, will be created
by Consultant and inserted regularly over a twelve- month period in
several major financial and investment-related publications. The
emphasis here is to utilize publications that target and deliver
large numbers of brokers and investors.

Direct Investor Mailer

Consultant will create a direct mail piece, highlighting the Company
and the benefits of owning the Company's stock. It will be mailed to
selected investors. The piece will include an identifying phone
number, enabling investors to respond immediately. The Consultant's
services include creative writing, design artwork, printing and list
rentals.

Person to Person Campaign

This will provide executives of the Company with the opportunity to
present the Company directly to audiences of registered brokers,
analysts and money managers seeking investment ideas and
recommendations for their clients. In addition, the Company's
participation in a series of specially- scheduled events will
provide executives of the Company with an exceptional opportunity to
meet and consult with investment analysts and portfolio managers
representing all primary investment centers in the United States
with special emphasis on the Company's "targeted" list of investment
professionals. This campaign will provide the Company with an
extremely effective and efficient format to tell its story to
leading investors.

Exhibit 4(a)(3)

Consulting Agreement dated April 4, 1996, between the
Company and James Ewell
- --------------------------------------------------------------------------------

<PAGE>

CONSULTING AGREEMENT

This Agreement is effective as of the 4th day of April, 1996, by and
between Hollywood Trenz, Inc., a Delaware corporation (the "Company") and James
Ewell (the "Consultant").

WHEREAS, the Company is a public company; and

WHEREAS, the Consultant is in the business of assisting public companies in
financial relations; 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.

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.

<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 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.

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.

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

<PAGE>

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.

By: /s/ EDWARD R. SHOWALTER /s/ JAMES EWELL
-------------------------- ------------------------------------
Edward R. Showalter James Ewell
Chairman, President, C.E.O. 348 E. 49th Street
3471 N. Federal Highway, Suite 501 New York, NY 10017
Ft. Lauderdale, FL 33306

<PAGE>
Exhibit A

FINANCIAL RELATIONS PACKAGE
BY
JAMES EWELL

Broker Solicitation Campaign

Print media advertisements, geared to both brokers and investors

Radio/TV Promotions

Consultant will develop a mix of financial and investment- related
programming and personalities to promote Hollywood Trenz, Inc. and
the Company's stock.

Direct Investor Mailer

Person to Person Campaign

Exhibit 4(a)(4)

Consulting Agreement dated April 4, 1996, between the
Company and John Sloan
- --------------------------------------------------------------------------------

<PAGE>

CONSULTING AGREEMENT

This Agreement is effective as of the 4th day of April, 1996, by and
between Hollywood Trenz, Inc., a Delaware corporation (the "Company") and John
Sloan (the "Consultant").

WHEREAS, the Company is a public company; and

WHEREAS, the Consultant is in the business of assisting public companies in
financial relations; 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.

2. Term.

<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 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.

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

The Company agrees to issue to Consultant 1,300,000 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.

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

<PAGE>

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.

By: /S/ EDWARD R. SHOWALTER /S/ JOHN SLOAN
--------------------------------- -------------------------------
Edward R. Showalter John Sloan
Chairman, President, C.E.O. 227 E. 57th Street, 6-F
3471 N. Federal Highway, Suite 501 New York, NY 10022
Ft. Lauderdale, FL 33306

<PAGE>

Exhibit A

FINANCIAL RELATIONS PACKAGE
BY
JOHN SLOAN

Broker Solicitation Campaign

Print media advertisements, geared to both brokers and investors

Radio / TV Promotions

Consultant will develop a mix of financial and investment- related
programming and personalities to promote Hollywood Trenz, Inc. and
the Company's stock.

Direct Investor Mailer

Person to Person Campaign

This will provide executives of the Company with the opportunity to
present the Company directly to audiences of registered brokers,
analysts and money managers seeking investment ideas and
recommendations for their clients. In addition, the Company's
participation in a series of specially-scheduled events will provide
executives of the Company with an exceptional opportunity to meet
and consult with investment analysts and portfolio managers
representing all primary investment centers in the United States
with special emphasis on the Company's "targeted" list of investment
professionals. This campaign will provide the Company with an
extremely effective and efficient format to tell its story to
leading investors.

Exhibit 5

Opinion of O'Connor & Associates, P.C.
relating to the original issuance of
shares of common stock pursuant to the
Consulting Agreements
------------------------------------------------------------------------------

<PAGE>

[GRAPHIC OMITTED OF ATTORNEY'S LOGO]
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

April 18, 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 April 18, 1996 with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to 3,800,000 shares (the "Securities") of
common stock, $.0001 par value, of the Corporation which may be issued by the
Corporation from time to time pursuant to the Consulting Agreement dated April
10, 1996 with Euro International Design, the Consulting Agreement dated April 9,
1996 with Creative Media International, Inc., the Consulting Agreement dated
April 4, 1996 with James Ewell, and the Consulting Agreement dated April 4, 1996
with John Sloan (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.

Exhibit 23.1

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

Exhibit 23.2

Consents of independent certified
public accountants
- ------------------------------------------------------------------------------

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.

/s/ WINTER, SCHEIFLEY & ASSOCIATES, P.C.
--------------------------------------------
Winter, Scheifley & Associates, P.C.
Certified Public Accountants

April 18, 1996
Englewood, Colorado