CORNELL CAPITAL PARTNERS, LP
                          101 HUDSON STREET, SUITE 3700
                              JERSEY CITY, NJ 07302


                                February 3, 2006


Robert W. Prokos, President
HealthRenu Medical, Inc.
12777 Jones Road, Suite 481
Houston, TX 77070

      Re:   HealthRenu Medical, Inc. (the "Company")

Dear Mr. Prokos:

      The Company and Cornell  Capital  Partners,  LP  ("Cornell")  entered into
various  financing  transactions  on May 23,  2005  including  a Standby  Equity
Distribution   Agreement   ("SEDA")   and  a   Registration   Rights   Agreement
("Registration  Agreement").  In connection with, and  contemporaneously  to the
SEDA, the Company,  Cornell,  and David  Gonzalez,  Esq.  ("Escrow  Agent") also
entered into an Escrow  Agreement  ("Escrow  Agreement").  This letter shall set
forth the following agreements between the Company and Cornell:

1.    The Company and Cornell hereby agree to terminate the Escrow Agreement and
      remove  David  Gonzalez as the Escrow  Agent  pursuant to the  Termination
      Agreement attached hereto as Exhibit A.

2.    The Company and Cornell  hereby agree to amend and restate the SEDA in the
      form attached  hereto as Exhibit B to take into effect the  termination of
      the Escrow Agreement and removal of the Escrow Agent.

3.    The Company and Cornell  hereby agree that the  Registration  Agreement is
      amended to delete subsection 3(a) (ii) of the Registration Agreement.


      Please  indicate  your  agreement to the  forgoing by signing  below where
indicated.

                                    Sincerely,

                                    CORNELL CAPITAL PARTNERS, LP

                                    By:  Yorkville Advisors, LLC
                                    Its: General Partner


                                    By: /s/ Mark Angelo
                                        ----------------------------------
                                    Name:  Mark Angelo
                                    Title: Portfolio Manager

Agreed and Acknowledged:
HEALTHRENU MEDICAL, INC.


By: /s/ Robert W. Prokos
    -----------------------------
Name:  Robert W. Prokos
Title: President


cc:   David Gonzalez, Esq.