North Coast Securities Corporation
                             9995 Gate Parkway North
                                    Suite 300
                             Jacksonville, FL 32246

                                                     February 3, 2006

HealthRenu Medical, Inc.
12777 Jones Road
Suite 481
Houston, TX 77070
Attn: Robert W. Prokos
      President and Chief Executive Officer

Dear Rob:

We are pleased to confirm our mutual  understanding  regarding  the retention of
North  Coast  Securities  Corporation  ("Agent")  by  HealthRenu  Medical,  Inc.
(collectively  with its  affiliates,  the  "Company"),  subject to the terms and
conditions of this agreement (the "Agreement").

1.  Agent  will act as the  Company's  Agent  in  connection  with  the  private
placement of up to $600,000 of Equity Units  (referred to as the "Units"),  each
Unit  consisting of a  convertible  promissory  note in the principal  amount of
$1,000 (the  "Notes")  and eight  warrants to purchase one share of common stock
and the per share exercise prices of the warrants will be 100% of the conversion
price of the Notes for two warrants,  125% of the conversion  price of the Notes
for  three  warrants  and 150% of the  conversion  price of the  Notes for three
warrants.  The Units will be issued only to accredited  investors (as defined in
Rule 501  under the  Securities  Act of 1933,  as  amended),  on terms  mutually
agreeable  between the parties  hereto,  certain of which terms are set forth on
Exhibit A, annexed  hereto and  incorporated  herein by reference  (such private
placement  referred to as the  "Offering").  The Offering will be made on a best
efforts basis subject to the terms and conditions  set forth herein.  Agent will
act as  the  non-exclusive  Agent  for  the  Offering  and  sale  of  the  Units
constituting the Offering.

2. Agent will provide the Company with the following services in connection with
the Offering:

      A.    Assisting the Company in preparation of documents in connection with
            the  Offering,  and  acting  as the  Agent in  connection  with such
            Offering;

      B.    Coordinating the marketing effort for the sale of the Securities;

      C.    Assisting  the  Company  in  negotiating   transaction   terms  with
            potential investors in the Securities; and

HealthRenu Medical, Inc.
February 3, 2006
Page 2

      D.    Providing  such  other  advice,  assistance  or  services  as may be
            reasonably  requested by the Company in connection with the Offering
            and as mutually agreed upon by Agent and the Company.

3. Agent's  compensation  for acting as Agent for the Company in connection with
the Offering pursuant to this Agreement will be as follows:

      A.    A fee equal to 12% of the gross  proceeds  raised in the Offering by
            Agent  (the  "Offering  Amount"),  payable  on the  Offering  Amount
            subscribed for and accepted at each Closing of the Offering.

      B.    At each Closing of the Offering,  the Company shall pay to Agent,  a
            non-accountable  expense  allowance in the amount equal to 3% of the
            Offering Amount subscribed for and accepted at that Closing.

      C.    Agent  will  receive as a Due  Diligence  and  Pre-Marketing  Fee, a
            payment  from  the  Company  of  $15,000  upon   execution  of  this
            Agreement,  to cover the costs and expenses of Agent's due diligence
            investigation and pre-marketing activities on behalf of the Company.

      D.    Agent will  receive  warrants to  purchase  that number of shares of
            common stock of the Company as equals 10% of the number of shares of
            common  stock that would be issuable to  investors  in the  Offering
            assuming  conversion of Notes at each applicable  closing date, with
            an  exercise  price  equal  to 110% of the  conversion  price of the
            shares  on such  date,  a term of four  years  and all  other  terms
            substantially  the same as those of  other  warrants  issued  by the
            Company in the offering.

4. In connection with Agent's  activities on the Company's  behalf,  the Company
will cooperate with Agent and will furnish Agent with all  information  and data
concerning  the  Company  which Agent  reasonably  believes  appropriate  to the
performance of services  contemplated by this Agreement (all such information so
furnished being the "Information") and will provide Agent with reasonable access
to the Company's officers,  directors,  employees,  independent  accountants and
legal counsel.  The Company  recognizes and confirms that Agent (i) will use and
rely primarily on the  Information  and on information  available from generally
recognized  public  sources  in  performing  the  services  contemplated  by the
Agreement,  without having  independently  verified  same,  (ii) does not assume
responsibility  for the accuracy or  completeness  of the  Information  and such
other information and (iii) will not make an independent appraisal of any of the
Company's  assets.  The  Information  to  be  furnished  by  the  Company,  when
delivered,  will be, to the best of the Company's knowledge, true and correct in
all material respects and will not contain any material misstatements of fact or
omit to state any  material  fact  necessary  to make the  statements  contained
therein not  misleading.  The Company will promptly notify Agent if it learns of
any  material  inaccuracy  or  misstatement  in, or material  omission  from any
information  thereto  delivered to Agent.  Agent agrees to keep the  Information
confidential  and  only to  release  the  Information  with the  consent  of the
Company.  At the  Closing,  the  Company  shall  deliver  to  Agent  an  officer
certificate  and  opinion of counsel  reasonably  acceptable  to the Company and
Agent.  If the  transaction  contemplated by this Agreement is not completed for
whatever reason,  Agent will return the Information  (without keeping any copies
thereof)  forthwith  on demand  by the  Company.  Agent on its part  represents,
warrants,  and  agrees  that  it has and at all  times  while  it is  performing
services  under  this  Agreement  it will  comply  with  all  laws,  rules,  and
regulations  applicable to it in connection  with the services it performs under
this  Agreement,  such  compliance  to include all  licenses  in all  applicable
jurisdictions  it and its agents are  required to maintain  for  purposes of its
activities under this Agreement.

<PAGE>

HealthRenu Medical, Inc.
February 3, 2006
Page 3

5. The  Company  agrees that Agent has the right to place  "tombstone"  or other
advertisements  describing  its services to the Company under this  Agreement in
financial and other  newspapers and journals,  provided the Company  consents to
the same,  and which consent shall not be  unreasonably  withheld,  and provided
further that any such advertisement complies with applicable law.

6. The Company agrees to indemnify Agent in accordance with the  indemnification
provisions (the  "Indemnification  Provisions")  attached to this Agreement,  as
Exhibit B, and which Indemnification Provisions are incorporated herein and made
a part hereof and which shall  survive the  termination  or  expiration  of this
Agreement.

7. The validity and  interpretation  of this Agreement shall be governed by, and
construed  and enforced in  accordance  with,  the laws of the State of Delaware
applicable to agreements made and to be fully performed  therein  (excluding the
conflicts of laws rules).

8. The  benefits of this  Agreement  shall inure to the  parties  hereto,  their
respective  successors and assigns and to the indemnified  parties hereunder and
their respective successors and assigns and representatives, and the obligations
and liabilities assumed in this Agreement by the parties hereto shall be binding
upon their respective successors and assigns.

9. Each of the Company and Agent (and, to the extent permitted by law, on behalf
of their respective equity holders and creditors) hereby knowingly,  voluntarily
and  irrevocably  waives  any right it may have to a trial by jury in respect of
any claim based upon,  arising out of or in connection  with this  Agreement and
the  transactions  contemplated  hereby.  Each of the Company  and Agent  hereby
certify  that no  representative  or agent of the other  party  has  represented
expressly or otherwise  that such party would not seek to enforce the provisions
of this  waiver.  Further each of the Company and Agent  acknowledges  that each
party has been induced to enter this Agreement by, inter alia, the provisions of
this Section.

<PAGE>

HealthRenu Medical, Inc.
February 3, 2006
Page 4

10. If it is found in a final judgment by a court of competent jurisdiction (not
subject  to  further  appeal)  that any term or  provision  hereof is invalid or
unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired
and shall remain in full force and effect and (ii) the invalid or  unenforceable
provision  or term shall be  replaced by a term or  provision  that is valid and
enforceable  and that comes closest to expressing  the intention of such invalid
or unenforceable term or provision.

11. This  Agreement  embodies  the entire  agreement  and  understanding  of the
parties  hereto and supersedes any and all prior  agreements,  arrangements  and
understanding  relating  to the matters  provided  for  herein.  No  alteration,
waiver,  amendment,  change or  supplement  hereto shall be binding or effective
unless  the  same  is  set  forth  in  writing  signed  by  a  duly   authorized
representative of each party.

12. The Company has all  requisite  corporate  power and authority to enter into
this Agreement and the transactions contemplated hereby. This Agreement has been
duly and validly authorized by all necessary corporate action on the part of the
Company and has been duly executed and delivered by the Company and  constitutes
a legal,  valid and binding agreement of the Company,  enforceable in accordance
with  its  terms  (except  as  enforceability   may  be  limited  by  applicable
bankruptcy, insolvency or similar laws).

13. Agent has all  requisite  corporate  power and  authority to enter into this
Agreement,  once executed by Agent's Officers.  This Agreement has been duly and
validly  authorized by all necessary  corporate  action on the part of Agent and
has been duly executed and delivered by Agent and constitutes a legal, valid and
binding agreement of Agent,  enforceable in accordance with its terms (except as
enforceability  may be limited by applicable  bankruptcy,  insolvency or similar
laws).

14. This  Agreement  does not create,  and shall not be  construed  as creating,
rights  enforceable  by any person or entity not a party  hereto,  except  those
entitled thereto by virtue of the Indemnification Provisions hereof. The Company
acknowledges  and agrees  that with  respect to the  services  to be rendered by
Agent, Agent is not and shall not be construed as a fiduciary of the Company and
shall have no duties or  liabilities  to the equity  holders or creditors of the
Company or any other  person by virtue of this  Agreement  and the  retention of
Agent  hereunder,  all of which are hereby  expressly  waived.  The Company also
agrees that Agent shall not have any liability  (including  without  limitation,
liability  for  losses,  claims,  damages,  obligations,  penalties,  judgments,
awards,  liabilities,  costs,  expenses  or  disbursements  resulting  from  any
negligent  act or omission of Agent,  whether  direct or indirect,  in contract,
tort  or  otherwise)  to  the  Company  or to  any  person  (including,  without
limitation,  equity holders and creditors of the Company)  claiming  through the
Company for or in connection  with the  engagement of Agent,  this Agreement and
the transactions  contemplated  hereby,  except for liabilities which arise as a
result of the gross  negligence  or willful  misconduct  of Agent.  The  Company
acknowledges that Agent was induced to enter into this Agreement by, inter alia,
the provisions of this Section.

<PAGE>

HealthRenu Medical, Inc.
February 3, 2006
Page 5

15. For the  convenience  of the  parties,  any number of  counterparts  of this
Agreement may be executed by the parties hereto. Each such counterpart shall be,
and shall be deemed to be, an  original  instrument,  but all such  counterparts
taken together shall constitute one and the same Agreement.

      If the foregoing  correctly sets forth our agreement,  we would appreciate
your  signing  the  enclosed  copy of this  letter  in the  space  provided  and
returning it to us.

                                       Very truly yours,

                                       NORTH COAST SECURITIES CORPORATION

                                       By:
                                           -------------------------------------
                                           Frank Pasterczyk
                                           President and Chief Executive Officer

Confirmed and agreed to:

HEALTHRENU MEDICAL, INC.

By:
    -------------------------------------------------
    Robert W. Prokos
    President and Chief Executive Officer

<PAGE>

                                    EXHIBIT A

                      Summary of Certain Terms of Offering

Offering                      Sale of up to  $600,000  of Units  to raise  money
                              principally  for  working  capital   purposes  and
                              capital expenditures.  No minimum dollar amount of
                              Units  must be  subscribed  for in order to close.
                              Expenses of the offering,  sales  commissions  and
                              additional  fees and costs of the Placement  Agent
                              will  be  deducted   from  the   proceeds  of  the
                              offering.

Equity Unit                   Each Unit  consisting of a convertible  promissory
                              note  in  the  principal  amount  of  $1,000  (the
                              "Notes") and eight  warrants to purchase one share
                              of common stock and the per share exercise  prices
                              of the  warrants  will be  100% of the  conversion
                              price of the Notes for two  warrants,  125% of the
                              conversion  price of the Notes for three  warrants
                              and 150% of the conversion  price of the Notes for
                              three  warrants.  The offer to sell Units pursuant
                              to  this  Offering  will  terminate  on or  before
                              February  28,  2006 at our  discretion  unless  we
                              elect to extend the  Offering  through any date up
                              to including March 31, 2006.

Purchase Price of Units       The purchase price per unit is $1,000.

                                      A-1
<PAGE>

Notes                         The Notes are  convertible  at the election of the
                              holder  thereof,  at any time  commencing from and
                              after their date of  issuance  and for a period of
                              three years thereafter, upon written notice to the
                              Company.

                              The  conversion  price  is  equal  to  80%  of the
                              average  closing  price of the common stock on the
                              OTC-BB  for  the  10  trading   days   immediately
                              preceding the day upon which the Company  receives
                              a conversion notice from the Noteholder.

                              The Notes  accrue  interest  at the rate of 8% per
                              annum payable in shares of Company common stock.

Warrants                      The warrants included in the Units are exercisable
                              for  shares of  Company  common  stock at any time
                              beginning on the date of  conversion  of the Notes
                              and ending on March 31, 2011.  Each Unit  includes
                              eight  warrants  to  purchase  one share of common
                              stock  and the per  share  exercise  prices of the
                              warrants will be 100% of the  conversion  price of
                              the Notes for two warrants, 125% of the conversion
                              price of the Notes for three  warrants and 150% of
                              the  conversion  price  of  the  Notes  for  three
                              warrants.  The warrants are subject to  adjustment
                              for anti-dilution purposes.

Registration Rights           Stockholders will have the following  registration
                              rights with  respect to the shares of common stock
                              into which the Notes are  convertible and warrants
                              are  exercisable.  The Company  will  undertake to
                              file  with  the  SEC  a   registration   statement
                              covering the underlying  shares of common stock at
                              the  Company's  expense  on or before May 1, 2006.
                              The Company  will use its best efforts to have the
                              registration  statement  declared effective within
                              60 days of filing.

                                      A-2
<PAGE>

Indemnification of
Placement Agent               The Company will indemnify the Placement Agent for
                              any and all  claims  by  other  brokers,  dealers,
                              placement agents, investment advisors or the like.

Qualified Investors           Accredited investors only.

Confidentiality               The  Company  will  not  disclose,  and  will  not
                              include  in any public  announcement,  the name of
                              the investors in this offering,  unless  expressly
                              agreed  to  by  the   investor   or  unless   such
                              disclosure   is  required  by  law  or  applicable
                              regulation,  and then  only to the  extent of such
                              requirement.

Governing Law
and Jurisdiction              New York law, New York courts.

                                      A-3
<PAGE>

                                    EXHIBIT B

                           INDEMNIFICATION PROVISIONS

      Capitalized   terms   used   herein   that  are  not   defined   in  these
indemnification provisions  ("Indemnification  Provisions") have the meaning set
forth in the engagement  letter agreement dated February 3, 2006,  between North
Coast Securities  Corporation ("Agent") and HealthRenu Medical,  Inc., as such a
agreement may be amended from time to time (the "Agreement").

      The Company  agrees to indemnify and hold harmless  Agent,  to the fullest
extent permitted by law, from and against any and all losses,  claims,  damages,
liabilities,  obligations,  penalties,  judgments,  awards,  costs, expenses and
disbursements (and any and all actions, suits, proceedings and investigations in
respect   thereof  and  any  and  all  legal  and  other  costs,   expenses  and
disbursements  in giving  testimony  or  furnishing  documents  in response to a
subpoena or otherwise),  including,  without limitation, the costs, expenses and
disbursements,  as and when incurred,  of investigating,  preparing or defending
any such action, suit, proceeding or investigation (whether or not in connection
with litigation in which Agent is a party),  directly or indirectly,  caused by,
relating to, based upon, arising out of or in connection with (a) Agent's acting
for the Company, including,  without limitation, any act or omission by Agent in
connection  with its acceptance of or the performance or  nonperformance  of its
obligations  under the  Agreement,  (b) any untrue  statement or alleged  untrue
statement of a material  fact  contained  in, or omissions or alleged  omissions
from any  information  furnished  to Agent by the  Company or (c) any  Offering;
provided,  however,  such indemnity  agreement shall not apply to any portion of
any such loss, claim, damage,  obligation,  penalty, judgment, award, liability,
cost, expense or disbursement to the extent it is found in a final judgment by a
court of competent jurisdiction (not subject to further appeal) to have resulted
primarily and directly from the gross negligence or willful misconduct of Agent.

      These  Indemnification  Provisions  shall be in addition to any  liability
which the Company may otherwise have to Agent or the persons  indemnified  below
in this  sentence  and  shall  extend  to the  following  Agent  its  affiliated
entities, directors,  officers, employees, legal counsel, agents and controlling
persons (within the meaning of the federal  securities  laws). All references to
Agent in these Indemnification Provisions shall be understood to include any and
all of the foregoing.

      If any action, suit, proceeding or investigation is commenced, as to which
Agent  proposes to demand  indemnification,  it shall  notify the  Company  with
reasonable  promptness;  provided,  however,  that the Company shall be relieved
from its  obligations  hereunder  to the extent a failure by Agent to notify the
Company with  reasonable  promptness  results in a  significant  increase in the
Company's obligations hereunder. Agent shall have the right to retain counsel of
its own choice to represent it, which counsel shall be reasonably  acceptable to
the Company,  and the Company shall pay the fees,  expenses and disbursements of
such  counsel;  and  such  counsel  shall,  to the  extent  consistent  with its
professional  responsibilities,  cooperate  with  the  Company  and any  counsel
designated by the Company. The Company shall be liable for any settlement of any
claim against Agent made with the Company's written consent, which consent shall
not be unreasonably  withheld.  The Company shall not, without the prior written
consent of Agent, settle or compromise any claim, or permit a default or consent
to the  entry of any  judgment  in  respect  thereof,  unless  such  settlement,
compromise or consent includes,  as an unconditional term thereof, the giving by
the  claimant to Agent of an  unconditional  and  irrevocable  release  from all
liability in respect of such claim.

                                      B-1
<PAGE>

      In order to provide for just and  equitable  contribution,  if a claim for
indemnification  pursuant to these Indemnification  Provisions is made but it is
found in a final judgment by a court of competent  jurisdiction  (not subject to
further appeal) that such indemnification may not be enforced in such case, even
though the express  provisions hereof provide for  indemnification in such case,
then  the  Company,  on the one  hand,  and  Agent,  on the  other  hand,  shall
contribute to the losses, claims, damages,  obligations,  penalties,  judgments,
awards, liabilities,  costs, expenses and disbursements to which the indemnified
persons may be subject in accordance with the relative  benefits received by the
Company,  on the one hand,  and Agent,  on the other hand, and also the relative
fault of the  Company,  on the one  hand,  and  Agent,  on the  other  hand,  in
connection with the statement,  acts or omissions which resulted in such losses,
claims, damages, obligations,  penalties, judgments, awards, liabilities, costs,
expenses or disbursements and the relevant equitable  considerations  shall also
be considered.  No person found liable for a fraudulent  misrepresentation shall
be entitled  to  contribution  from any person who is not also found  liable for
such fraudulent  misrepresentation.  Notwithstanding the foregoing,  Agent shall
not be obligated to contribute  any amount  hereunder that exceeds the amount of
fees previously received by Agent pursuant to the Agreement.

      Neither  termination nor completion of the engagement of Agent referred to
above shall  affect  these  Indemnification  Provisions  which shall then remain
operative and in full force and effect.

                                      B-2