HIV-VAC, INC.


HIV-VAC, Inc.
12 Harben Court
Collingwood, Ontario
Canada L9Y 4L8


Ladies and Gentlemen:

     HIV-VAC,  Inc. (the "Company") is offering (the  "Offering")  300,000 Units
comprising  one  Series B  Convertible  Preferred  Share(the  "Shares")  and Ten
Warrants,  each warrant  having the right to to purchase one common  share.  The
Units are fully  described  in  Exibits  A, B and C. The Units are  offered at a
purchase price of $.05 per Unit. The offering shall  terminate on the earlier of
the sale of all of the Units  offered or June 25,  2002  unless  extended by the
Company, in its sole discretion (as so extended, the "Termination Date").

             The   undersigned    (hereinafter   referred   to   as   the
        "Subscriber") hereby subscribes for the number of Units set forth
        on the  signature  pages  hereof (page 14 for an  individual  and
        joint purchasers and pages 15 and 17 for Corporations, Trusts and
        Partnerships).  The entire purchase price is due and payable upon
        the  execution  of  this  Subscription   Agreement,   and  unless
        otherwise  mutually  agreed,  shall be paid by check,  subject to
        collection, to the order of "HIV-VAC, Inc."

             The Units may be converted by the Subscriber by surrendering
        to the the Company,  as set forth  herewith,  a duly executed and
        completed notice (the  "Conversion  Notice") in the form attached
        hereto as Exhibit B.

     The Company shall have the right to reject this subscription in whole or in
part.

     In  order  to  participate  in this  Offering,  prospective  investors  are
required to  complete,  sign and return to the  Company,  at its address  above,
Attn: Kevin W. Murray:  (i) two signed copies of the Subscription  Agreement and
all other  documents  required to be executed in connection with the issuance of
the Units (the "Subscription  Documents") and (ii) payment by check to the order
of HIV-VAC, Inc."


                                       1
<PAGE>

     At closing,  the  Company  will cause to be issued to each  Subscriber  the
shares and warrants  comprising  the units and deliver them to the Subscriber at
the address appearing on the signature page of this Subscription Agreement.

     Acceptance of subscriptions  will be evidenced by the Companys execution of
a copy of each Subscribers  Subscription Agreement,  and the transmittal thereof
to  the  Subscriber.   The  Company  reserves  the  right  to  limit  or  reject
subscriptions for any reason.

     The undersigned  acknowledges  that the Shares will not be registered under
the Securities Act of 1933, as amended (the "1933 Act"),  or the securities laws
of any State,  that absent an  exemption  from  registration  contained in those
laws, the issuance and sale of the Shares would require  registration,  and that
the  Company's  reliance upon any such  exemption is  invariably  based upon the
undersigned's  representations,  warranties,  and  agreements  contained in this
Subscription Agreement.

     1.   Representations and Warranties of Subscriber.
          ---------------------------------------------

     The undersigned represents, warrants, and agrees as follows:

     (a) This Subscription Agreement is irrevocable.

     (b) He has carefully read and  understands  the terms of this  Subscription
Agreement.  He has read the Term Sheet and Memorandum  dated as of June 20, 2002
(the "Disclosure Documents").  In addition, he has been given the opportunity to
conduct a "due  diligence"  inquiry  into the  business of the  Company,  to ask
questions  of,  and  receive  answers  from,  the  Company  and  its  management
concerning  the  terms  and  conditions  of  the  Offering  and to  obtain  such
additional  written  information,  to the  extent  the  Company  possesses  such
information or can acquire it without unreasonable effort or expense,  necessary
to verify the accuracy of same, as the undersigned  desires in order to evaluate
his investment.

     (c)  He  is  aware  that  the  purchase  of  the  Shares  is a  speculative
investment,  involving a high degree of risk and that there is no guarantee that
he will realize any gain from this  investment,  and that his entire  investment
could be lost.


                                       2
<PAGE>

     (d) He understands  that no federal or state agency has made any finding or
determination  regarding the fairness of this Offering or any  recommendation or
endorsement of the Offering.

     (e) He is purchasing the Shares for his own account,  with the intention of
holding  the Shares  indefinitely,  with no present  intention  of  dividing  or
allowing  others to participate in this  investment or of reselling or otherwise
participating, directly or indirectly, in a distribution of the Shares and shall
not make any sale,  transfer,  or pledge thereof without  registration under the
1933 Act and any applicable  securities laws of any state or unless an exemption
from registration is available under those laws.

     (f) He, if an  individual,  has adequate means of providing for his current
needs and personal and family contingencies and has no need for liquidity in his
investment in the Shares.  He has no reason to anticipate any material change in
his personal financial condition for the foreseeable future.

     (g) He is  financially  able to bear the economic risk of this  investment,
including  the ability to hold the Shares  indefinitely  or to afford a complete
loss of his investment in the Shares.

     (h) His overall  commitment to investments which are not readily marketable
is not  disproportionate  to his net worth, and the investment in the Units will
not  cause  such  overall  commitment  to  become  excessive.   The  undersigned
understands  that the statutory  basis on which the Shares are being sold to him
and to others would not be available if the undersigned's present intention were
to hold the  Shares  for a fixed  period  or until the  occurrence  of a certain
event. The undersigned  realizes that in the view of the Securities and Exchange
Commission  ("SEC"), a purchase now with a present intent to resell by reason of
a  foreseeable  specific  contingency  or any  anticipated  change in the market
value, or in the condition of the Company,  or that of the industry in which the
business  of the  Company  is  engaged  or in  connection  with  a  contemplated
liquidation,  or  settlement  of any loan  obtained by the  undersigned  for the
acquisition  of the Shares,  and for which the Shares may be pledged as security
or as  donations  to religious  or  charitable  institutions  for the purpose of
securing a  deduction  on an income tax  return,  would,  in fact,  represent  a
purchase with an intent  inconsistent with the undersigned's  representations to
the  Company,  and the SEC  would  then  regard  such  sale as one for  which no
exemption  from  registration  is available.  The  undersigned  will not pledge,
transfer or assign this Subscription Agreement.



                                       3
<PAGE>

     (i) The funds provided for this investment are either separate  property of
the undersigned,  community property over which the undersigned has the right of
control,  or are otherwise  funds as to which the undersigned has the sole right
of management.

     (j) FOR PARTNERSHIPS,  CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the
undersigned  is a  partnership,  corporation,  trust  or other  entity,  (i) the
undersigned has enclosed with this Subscription  Agreement  appropriate evidence
of the authority of the individual executing this Subscription  Agreement to act
on its behalf (e.g. if a trust,  a certified copy of the trust  agreement;  if a
corporation,  a certified corporate  resolution  authorizing the signature and a
certified  copy  of  the  articles  of  incorporation;  or if a  partnership,  a
certified copy of the partnership  agreement),  (ii) the undersigned  represents
and warrants that it was not organized or reorganized  for the specific  purpose
of acquiring  Shares and (iii) the  undersigned has the full power and authority
to execute this Subscription  Agreement on behalf of such entity and to make the
representations  and  warranties  made  herein  on its  behalf,  and  (iv)  this
investment in the Company has been affirmatively authorized, if required, by the
governing board of such entity and is not prohibited by the governing  documents
of the entity.

     (k) The address shown under the undersigned's  signature at the end of this
Subscription  Agreement  is the  undersigned's  principal  residence if he is an
individual, or its principal business address if a corporation or other entity.



                                       4
<PAGE>

     (l) He has such knowledge and experience in financial and business  matters
as to be capable of  evaluating  the  merits and risks of an  investment  in the
Shares.

     (m) He  acknowledges  that the  certificate  for the Shares will  contain a
legend substantially as follows:

     THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE "1933  ACT"),  OR UNDER THE
     PROVISIONS OF ANY APPLICABLE  STATE  SECURITIES LAWS, BUT HAS BEEN ACQUIRED
     BY THE REGISTERED  HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE
     ON STATUTORY  EXEMPTIONS UNDER THE 1933 ACT, AND UNDER ANY APPLICABLE STATE
     SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, PLEDGED,  TRANSFERRED OR
     ASSIGNED  EXCEPT IN A TRANSACTION  WHICH IS EXEMPT UNDER  PROVISIONS OF THE
     1933  ACT AND ANY  APPLICABLE  STATE  SECURITIES  LAWS  OR  PURSUANT  TO AN
     EFFECTIVE REGISTRATION STATEMENT; AND IN THE CASE OF AN EXEMPTION,  ONLY IF
     THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY
     THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THESE SECURITIES.

     (n) He expressly  acknowledges  and understands that the Company is relying
upon the undersigned's  representation  contained in the Subscription  Agreement
and Purchaser Questionnaire.

     (o)  He   understands   the   meaning   and  legal   consequences   of  the
representations  and warranties  which are contained herein and hereby agrees to
indemnify,  save and hold the Company and its  officers,  directors  and counsel
harmless from and against any and all claims or actions  arising out of a breach
of any representation,  warranty or acknowledgment of the undersigned  contained
in any Subscription  Document.  Such indemnification  shall be deemed to include
not only the  specific  liabilities  or  obligation  with  respect to which such
indemnity is provided, but also all reasonable costs expenses,  counsel fees and
expenses of settlement  relating  thereto,  whether or not any such liability or
obligation shall have been reduced to judgment.



                                       5
<PAGE>

     2.   Representations and Warranties of the Company.
          ----------------------------------------------

     The Company represents,  warrants and covenants that it is duly and validly
incorporated and is validly existing and in good standing as a corporation under
the laws of the State of Nevada and has all requisite  power and authority,  and
all  necessary  authorizations,  approvals  and orders  required  as of the date
hereof to own its  properties  and conduct  its  business  as  described  in the
Disclosure Documents;  to enter into this Subscription  Agreement;  to issue the
Shares, and to be bound by the provisions and conditions hereof.

     3.   Registration Under The Securities Act of 1933
          ---------------------------------------------

          3.1 Registration Rights.

               (a)  Right to include  Registrable  Securities.  By September 30,
2002, the Company shall file a  registration  statement with the SEC pursuant to
the Act  registering  the  shares of the  Companys  common  stock into which the
Shares are convertible (hereinafter, the "Registrable Securities").  Such rights
are referred to  hereinafter  as  "Registration  Rights." The Company shall keep
such registration  statement in effect and maintain compliance with each Federal
and state law or  regulation  for the period  necessary  for such  Subscriber to
effect a  conversion  of the Shares (but in no event for a period  greater  than
nine (9) months).

               (b)  Payment of Registration  Expenses. The Company shall pay all
Registration  Expenses  in  connection  with each  registration  of  Registrable
Securities pursuant to the Registration Right contained in this Section 3.1.

          3.2  Registration Procedures.  If and whenever the Company is required
to take action  pursuant to any Federal or state law or regulation to permit the
sale or other  disposition of any Registrable  Securities that are then held, in
order to effect or cause the  registration of any Registrable  Securities  under
the 1933 Act as provided in this Article 3, the Company shall, as  expeditiously
as practicable:

               (a)  Prepare  and file with the SEC,  as soon as  practicable,  a
Registration  Statement or Registration  Statements relating to the registration
on any  appropriate  form under the 1933 Act,  which form shall be available for
the sale of the  Registrable  Securities  and use its best efforts to cause such
Registration Statement to become effective;


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<PAGE>

               (b)  Prepare   and  file  with  the  SEC  such   amendments   and
post-effective  amendments  to a  Registration  Statement as may be necessary to
keep such Registration Statement effective for a reasonable period not to exceed
nine (9) months; cause the related Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented,  to be filed pursuant to Rule 424
under the 1933 Act; and comply with the  provisions of the 1933 Act with respect
to the  disposition of all  securities  covered by such  Registration  Statement
during such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such  Registration  Statement or supplement to such
Prospectus;

               (c)  Notify the selling  Subscribers  of  Registrable  Securities
promptly,  and (if requested by any such person) confirm such advice in writing,
(i) when a Prospectus or any Prospectus  supplement or post-effective  amendment
has  been  filed,  and,  with  respect  to  a  Registration   Statement  or  any
post-effective  amendment,  when  the  same has  become  effective;  (ii) of any
request by the SEC for amendments or supplements to a Registration  Statement or
related Prospectus or for additional  information;  (iii) of the issuance by the
SEC of any stop order suspending the  effectiveness of a Registration  Statement
or the initiation of any  proceedings  for that purpose;  (iv) of the receipt by
the  Company  of  any  notification  with  respect  to  the  suspension  of  the
qualification of any of the Registrable  Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose,  and (v) of
the  happening of any event that makes any  statement of a material fact made in
the Registration Statement,  the Prospectus or any document incorporated therein
by  reference  untrue  or  which  requires  the  making  of any  changes  in the
Registration  Statement or  Prospectus  so that they will not contain any untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary to make the statements therein not misleading;



                                       7
<PAGE>

               (d)  Make every reasonable effort to obtain the withdrawal of any
order suspending the  effectiveness of a Registration  Statement at the earliest
possible moment;

               (e)  Furnish  to  each   selling   shareholder   of   Registrable
Securities,  without  charge,  at  least  one  signed  copy of the  Registration
Statement  and  any  post-effective   amendment  thereto,   including  financial
statements and schedules,  all documents  incorporated  therein by reference and
all exhibits (including those incorporated by reference)

               (f)  Deliver  to  each   selling   shareholder   of   Registrable
Securities,  without  charge,  as many copies of the Prospectus or  Prospectuses
(including each preliminary Prospectus),  any amendment or supplement thereto as
such persons may  reasonably  request;  the Company  consents to the use of such
Prospectus  or any  amendment  or  supplement  thereto  by each  of the  selling
shareholders of Registrable Securities, in connection with the offering and sale
of the  Registrable  Securities  covered by such  Prospectus or any amendment or
supplement thereto;

               (g)  Cooperate  with  the  selling  shareholders  of  Registrable
Securities and their  respective  counsel in connection with the registration or
qualification  of such  Registrable  Securities  for  offer  and sale  under the
securities  or Blue Sky-laws of such  jurisdictions  within the United States as
any selling shareholder or underwriter reasonably requests in writing, keep each
such registration or qualification effective during the period such Registration
Statement  is  required  to be kept  effective  and do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions of
the Registrable  Securities  covered by the applicable  Registration  Statement;
provided  that the Company will not be required to qualify to do business in any
jurisdiction where it is not then so qualified or to take any action which would
subject the Company to general service of process in any  jurisdiction  where it
is not at the time so subject;

               (h)  Cooperate  with  the  selling  shareholders  of  Registrable
Securities to facilitate  the timely  preparation  and delivery of  certificates
representing  Registrable  Securities to be sold and not bearing any restrictive
legends;



                                       8
<PAGE>

               (i)  Use its best  efforts  to cause the  Registrable  Securities
covered  by the  applicable  Registration  Statement  to be  registered  with or
approved by such other  governmental  agencies or authorities  within the United
States as may be  necessary  to enable  the  seller or  sellers  thereof  or the
underwriters,  if  any,  to  consummate  the  disposition  of  such  Registrable
Securities;

               (j)  Upon the  occurrence  of any event  contemplated  by Section
3.2(c) above, prepare a supplement or post-effective amendment to the applicable
Registration  Statement  or  related  Prospectus  or any  document  incorporated
therein by reference or file any other required  document so that, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
such Prospectus will not contain an untrue  statement of a material fact or omit
to state  any  material  fact  necessary  to make  the  statements  therein  not
misleading;

               (k)  With  respect  to  each  issue  or  class,   of  Registrable
Securities,  use its best efforts to cause all Registrable Securities covered by
the Registration Statements to be listed on each securities exchange, if any, on
which similar  securities  issued by the Company are then listed if requested by
the selling  shareholders  of a majority  of such issue or class of  Registrable
Securities;

               (l)  Enter into such  agreements  and take all such other  action
reasonably  required in connection  therewith in order to expedite or facilitate
the disposition of such Registrable Securities;

               (m)  Make available for inspection by one or more representatives
of the selling  shareholders  of Registrable  Securities  being sold pursuant to
such  registration,  and any  attorney or  accountant  retained by such  selling
shareholders all financial and other records,  pertinent corporate documents and
properties  of the Company,  and cause the  Company's  officers,  directors  and
employees  to  supply  all   information   reasonably   requested  by  any  such
representatives, in connection with such; and

               (n)  Otherwise use its best efforts to comply with all applicable
Federal and state  regulations;  and take such other action as may be reasonably
necessary to or advisable to enable each such selling  shareholder to consummate
the sale or disposition in such  jurisdiction  or jurisdiction in which any such
selling  shareholder  shall have  requested that the  Registrable  Securities be
sold.



                                       9
<PAGE>

     Except as otherwise provided in this Agreement, the Company shall have sole
control in connection with the  preparation,  filing,  withdrawal,  amendment or
supplementing  of  each  Registration  Statement  and  the  distribution  of any
preliminary prospectus included in the Registration  Statement,  and may include
within  the  coverage  thereof  additional  shares  of  Common  Stock  or  other
securities  for its own  account or for the  account of one or more of its other
security shareholders.

     The Company may require each seller of  Registrable  Securities as to which
any  registration  is being effected to furnish to the Company such  information
regarding the distribution of such securities and such other  information as may
otherwise  be  required  by the 1933  Act to be  included  in such  Registration
Statement.

          3.3  Indemnification.

               (a)  Indemnification   by  Company.   In  connection   with  each
Registration  Statement relating to disposition of Registrable  Securities,  the
Company  shall  indemnify and hold  harmless  each  Subscriber  of  Registerable
Securities and each person,  if any, who controls such Subscriber or underwriter
(within the meaning of Section 15 of the Act or Section 20 of the Exchange  Act)
against any and all losses,  claims,  damages and liabilities,  joint or several
(including any reasonable  investigation,  legal and other expenses  incurred in
connection  with,  and any amount  paid in  settlement  of any  action,  suit or
proceeding or any claim  asserted),  to which they,  or any of them,  may become
subject  under  the 1933  Act,  the  Securities  and  Exchange  Act of 1934 (the
"Exchange  Act") or other Federal or state law or  regulation,  at common law or
otherwise,  insofar as such losses,  claims, damages or liabilities arise out of
or are based upon any untrue statement or alleged untrue statement of a material
fact  contained  in  any  Registration  Statement,   Prospectus  or  preliminary
prospectus or any amendment  thereof or supplement  thereto,  or arise out of or
are based upon any omission or alleged omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading;  provided,  however,  that  such  indemnity  shall  not inure to the
benefit  of  the  Subscriber  on  account  of any  losses,  claims,  damages  or
liabilities  arising from the sale of the Registrable  Securities if such untrue
statement or omission was made in such  Registration  Statement,  Prospectus  or
preliminary prospectus, or such amendment or supplement, in reliance upon and in
conformity  with  information  furnished  in  writing  to  the  Company  by  the
Subscriber  specifically  for use  therein.  The  Company  shall also  indemnify
selling brokers,  dealer managers and similar securities industry  professionals
participating in the distribution,  their officers and directors and each person
who  controls  such  persons  (within  the  meaning  of Section 15 of the Act or
Section  20 of the  Exchange  Act) to the same  extent as  provided  above  with
respect to the indemnification of the Subscriber,  if requested.  This indemnity
agreement  shall be in addition to any liability which the Company may otherwise
have.


                                       10
<PAGE>

               (b)  Indemnification  by  Subscriber.  In  connection  with  each
Registration  Statement,  the Subscriber shall indemnify,  to the same extent as
the indemnification  provided by the Company in Section 3.3(a), the Company, its
directors  and each  officer who signs the  Registration  Statement,  each other
Subscriber,  and each person who  controls the  Company,  such other  Subscriber
(within  the  meaning of Section  15 of the Act and  Section 20 of the  Exchange
Act), but only insofar as such losses, claims, damages and liabilities arise out
of or are  based  upon any  untrue  statement  or  omission  or  alleged  untrue
statement  or  omission  which  was  made  in the  Registration  Statement,  the
Prospectus or  preliminary  prospectus  or any  amendment  thereof or supplement
thereto,  in reliance  upon and in  conformity  with  information  furnished  in
writing by such  Subscriber  to the Company  specifically  for use therein.  The
Company  shall be entitled to receive  indemnities  selling  brokers and similar
securities industry professionals participating in the distribution, to the same
extent as provided above, with respect to information so furnished in writing by
such  persons  specifically  for  inclusion  in  any  Prospectus,   Registration
Statement or  preliminary  prospectus  or any  amendment  thereof or  supplement
thereto.

               (c)  Conduct  of  Indemnification   Procedure.   Any  party  that
proposes to assert the right to be indemnified  hereunder  will,  promptly after
receipt of notice of commencement of any action, suit or proceeding against such
party in respect of which a claim is to be made against an indemnifying party or
parties  under  this  Section,  notify  each  such  indemnifying  party  of  the
commencement of such action, suit or proceeding,  enclosing a copy of all papers
served.  No  indemnification  provided for in Section  3.3(a) or 3.3(b) shall be
available to any party who shall fail to give notice as provided in this Section


                                       11
<PAGE>

3.3(c) if the party to whom notice was not given was  unaware of the  proceeding
to which such notice  would have  related and was  prejudiced  by the failure to
give such notice,  but the omission so to notify such indemnifying  party of any
such action,  suit or proceeding shall not relieve it from any liability that it
may have to any  indemnified  party for  contribution  otherwise than under this
Section.  In case any such action,  suit or proceeding  shall be brought against
any  indemnified  party  and it  shall  notify  the  indemnifying  party  of the
commencement  thereof,  the indemnifying  party shall be entitled to participate
in, and, to the extent that it shall wish,  jointly with any other  indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such  indemnified  party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof
and the approval by the  indemnified  party of such  counsel,  the  indemnifying
party  shall  not be  liable  to such  indemnified  party for any legal or other
expenses,  except as provided below. The indemnified  party shall have the right
to employ its  counsel in any such  action,  but the fees and  expenses  of such
counsel  shall  be at the  expense  of such  indemnified  party  unless  (i) the
employment of counsel by such  indemnified  party has been authorized in writing
by the indemnifying  parties,  (ii) it shall have been reasonably concluded that
there may be a conflict of interest  between  the  indemnifying  parties and the
indemnified  party in the  conduct of the  defense of such action (in which case
the indemnifying  parties shall not have the right to direct the defense of such
action on behalf of the indemnified  party; it being understood,  however,  that
the  Company  shall not be  liable  for the fees and  expenses  of more than one
separate counsel representing the indemnified parties) or (iii) the indemnifying
parties  shall not have  employed  counsel to assume the  defense of such action
within a reasonable time after notice of the  commencement  thereof,  in each of
which  cases the fees and  expenses  of counsel  shall be at the  expense of the
indemnifying  parties.  An  indemnified  party  shall  not  be  liable  for  any
settlement of any action, suit, proceeding or claim effected without its written
consent.




                                       12
<PAGE>

               (d)  Contribution. In connection with each Registration Statement
relating to the disposition of Registrable  Securities,  if the  indemnification
provided for in subsection (a) hereof is  unavailable  to an  indemnified  party
thereunder in respect to any losses,  claims, damages or liabilities referred to
therein,  then the  indemnifying  party shall  contribute  to the amount paid or
payable by such indemnified party as a result of the losses,  claims, damages or
liabilities  referred to in  subsections  (a) or (b) of this Section 3.3 in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party on the one hand and of the  indemnified  party on the other in  connection
with the statements or omissions that resulted in such losses,  claims,  damages
or  liabilities,  or actions in respect  thereof,  as well as any other relevant
equitable  considerations.  Relative  fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the  omission or alleged  omission to state a material  fact  relates to
information  supplied by the indemnifying party or the indemnified party and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such untrue statement or omission.

     4.   General
          -------

               (a)  Any notice,  declaration or other communications required or
authorized  to be given by any party under this  Subscription  Agreement  to any
other  party  shall be in writing  and shall be  personally  delivered,  sent by
facsimile  transmission  (with  a copy  by  ordinary  mail in  either  case)  or
dispatched  by courier,  addressed to the other party at the address first above
written  if to the  Company  and to the  address on the  signature  page to this
Subscription  Agreement,  if to the Subscriber or such other address as shall be
specified by the parties  hereto by notice in accordance  with the provisions of
this  section.  Any notice shall  operate and be deemed to have been served,  if
personally  delivered or sent by fax on the next following  business day, and if
by courier, on the fifth following business day.



                                       13
<PAGE>

               (b)  Except as otherwise specifically provided for hereunder,  no
party shall be deemed to have waived any of his or its rights hereunder or under
any other agreement,  instrument or papers signed by any of them with respect to
the subject  matter hereof unless such waiver is in writing  signed by the party
waiving  said right.  A waiver on any one  occasion  with respect to the subject
matter  hereof  shall not be  construed  as a bar to, or waiver of, any right or
remedy on any  future  occasion.  All rights and  remedies  with  respect to the
subject  matter  hereof,  whether  evidenced  hereby or by any other  agreement,
instrument,  or paper,  will be cumulative,  and may be exercised  separately or
concurrently.

               (c)  The parties have not made any  representations or warranties
with  respect  to the  subject  matter  hereof  not set forth  herein,  and this
Subscription  Agreement,  together with any instruments executed  simultaneously
herewith,  constitutes  the entire  agreement  between  them with respect to the
subject matter hereof. All understandings and agreements  heretofore had between
the  parties  with  respect  to the  subject  matter  hereof  are merged in this
Subscription Agreement and any such instrument, which alone fully and completely
expresses their agreement.

               (d)  This  Agreement  may  not be  changed,  modified,  extended,
terminated or discharged orally,  but only by an agreement in writing,  which is
signed by all of the parties to this Agreement.

               (e)  The  parties  agree to  execute  any and all such  other and
further instruments and documents,  and to take any and all such further actions
reasonably required to effectuate this Subscription Agreement and the intent and
purposes hereof.

               (f)  This  Subscription   Agreement  shall  be  governed  by  and
construed  in  accordance  with  the  laws  of the  State  of New  York  and the
undersigned  hereby  consents to the  jurisdiction of the courts of the State of
New York and/or the United States  District  Court for the Southern  District of
New York.

               (g)  This Agreement may be in any number of counterparts, each of
which shall be deemed an original and enforceable  against the parties  actually
executing such  counterpart,  and all of which together shall constitute one and
the same instrument.



                                       14
<PAGE>

     IN WITNESS WHEREOF,  this Agreement has been executed by the Subscriber and
by the Company on the respective dates set forth below.

  Number of Units            Price Per Unit          Amount of Purchase Price
  ---------------            --------------          ------------------------

      300,000          x          $0.05         =           $15,000.00
  ---------------

                                      For Corporations, Trusts and Partnerships:



    July 29,2002                      Tradebay Investment Ltd
-----------------------               ------------------------------------------
Date                                  Printed Name of Subscriber


                                      By:   /s/ Rosemary Hunter
-----------------------               ------------------------------------------
Tax Identification No.                Signature of Authorized Signatory


      1784 247 088                    Rosemary Hunter
-----------------------               ------------------------------------------
Telephone No.                         Printed Name of Authorized Signatory


                                      7/11 Minerva Rd, Park Royal
                                      ------------------------------------------
                                      Street Address of Subscriber


                                      London, UK       NW10 6HJ
                                      ------------------------------------------
                                      City    State      Zip

Subscription Accepted by:

HIV-VAC, Inc.

By:   Kevin W Murray                        Date:  July 29,2002
   ---------------------------                   --------------




                                       15
<PAGE>

                SPECIAL SUBSCRIPTION INSTRUCTIONS FOR CORPORATE,
                    PARTNERSHIP, TRUST, AND JOINT PURCHASERS


         If the subscriber is a corporation, partnership, trust, or other entity
or joint  purchaser,  the following  additional  instructions  must be followed.
INFORMATION  ADDITIONAL  TO THAT  REQUESTED  BELOW MAY ALSO BE  REQUIRED  BY THE
COMPANY IN SOME CASES.

         I.       Certificate. The subscriber must date and sign the Certificate
below, and, if requested by the Company,  the subscriber may also be required to
provide an opinion of counsel to the same effect as this  Certificate  or a copy
of (a) the  corporation's  articles  of  incorporation,  bylaws and  authorizing
resolution,  (b) the  partnership  agreement,  or (c) the  trust  agreement,  as
applicable.

         II.      Subscription Agreement

                  A.       Corporations.    An   authorized   officer   of   the
corporation  must date,  sign,  and complete  the  Subscription  Agreement  with
information concerning the corporation. The officer should print the name of the
corporation  above  his  signature,  and  print  his name and  office  below his
signature.

                  B.       Partnerships.  An authorized partner must date, sign,
and  complete  the  Subscription   Agreement  with  information  concerning  the
partnership.  The partner  should  print the name of the  partnership  above his
signature,  and  print  his name  and the  words  "general  partner"  below  his
signature.

                  C.       Trusts.  In  the  case  of a  trust,  the  authorized
trustee  should  date,  sign,  and  complete  the  Subscription  Agreement  with
information concerning the trust. The trustee should print the name of the trust
above  his  signature,  and  print  his name and the word  "trustee"  below  his
signature.  In addition,  an authorized trustee should also provide  information
requested in the Subscription Agreement as it pertains to him as an individual.

                  D.       Joint Ownership.  In all cases,  each individual must
date, sign, and complete the Subscription Agreement.  Joint investors must state
if  they  are  purchasing  the  Shares  as  joint  tenants  with  the  right  of
survivorship,  tenants in common, or community  property,  and each must execute
the Subscription Agreement Signature Page.



                                       16
<PAGE>

                     CERTIFICATE FOR CORPORATE, PARTNERSHIP,
                           TRUST, AND JOINT PURCHASERS

         If  the  subscriber  is  a  corporation,   partnership,   trust,  joint
purchaser,  or other entity,  an authorized  officer,  partner,  or trustee must
complete, date, and sign this Certificate.


                                   CERTIFICATE

I hereby certify that:

         a.       The  subscriber  has been duly formed and is validly  existing
     and has full power and authority to invest in HIV-VAC, Inc.

         b.       The   Subscription   Agreement   has  been  duly  and  validly
     authorized,  executed, and delivered by the subscriber and, upon acceptance
     by HIV-VAC,  Inc.  will  constitute  the valid,  binding,  and  enforceable
     obligation of the subscriber.



Dated:  July 29, 2002                             Tradebay Investments Ltd
        -------------                             ------------------------
                                                  Name  of  corporation,
                                                  partnership, trust or joint
                                                  purchases (please print)

                                                   /s/ Rosemary Hunter
                                                   -------------------

                                                  Signature and title of
                                                  authorized officer, partner,
                                                  trustee, or joint purchaser






                                       17
<PAGE>

                                    EXHIBIT A


Each Unit shall comprise of One Series B Preferred share, and Ten Warrants, each
warrant having the right purchase one common share.


Preferred Series B shares have the following rights:
----------------------------------------------------

1.   Dividends.  There are no dividend rights applicable to the shares of Series
     B Preferred.

2.   Liquidation.  There are no liquidation preferences applicable to the shares
     of Series B Preferred.

3.   Voting.  There are no voting  rights  applicable  to the shares of Series B
     Preferred.

4.   Conversion.  Each share of Series B Preferred shall be convertible into ten
     (10) shares of the Company's common stock at a price per share equal to the
     greater  of: (a) a 35%  discount  from the closing bid price on the date of
     the  issuance of the Series B Preferred,  or (ii) a 35%  discount  from the
     average of the lowest three closing bid prices during the three (3) trading
     days  immediately  prior to the  conversion,  or (iii) $0.50 per share and,
     provided further, that: (i) there are authorized and available for issuance
     10,000,000  shares of the Company's  common stock,  and (ii) a registration
     statement  relating to such 10,000,000 shares of the Company's common stock
     has been filed with the United States  Securities and Exchange  Commission,
     and has been declared effective. Conversion shall be effected by completion
     of exhibit B (Notice of  Conversion)  and the  exercise  of the  conversion
     privilege shall be subject to such additional regulations, not inconsistent
     with the foregoing  provisions of this paragraph,  as may from time to time
     be  adopted by the Board of  Directors  of the  Company.  All shares of the
     common  stock of the  Company  issued upon the  conversion  of the Series B
     Preferred  shall  be  validly  issued  and  outstanding,   fully  paid  and
     non-assessable.   All   certificates  for  shares  of  Series  B  Preferred
     surrendered  for  conversion  as provided  herein  shall be  cancelled  and
     retired,  and no further  shares of Series B  Preferred  shall be issued in
     lieu thereof.

4.   No  Preemptive  Rights.  No holder of any shares of Series B Preferred,  as
     such,  shall be entitled as a matter of right to subscribe  for or purchase
     any part of any new or  additional  issue of shares of any class or series,
     junior or senior thereto, or securities convertible into, exchangeable for,
     or exercisable  for the purchase of, shares of any class or series,  junior
     or senior,  whether now or  hereafter  authorized,  and whether  issued for
     cash, property, services, by way of dividends, or otherwise.


The Warrants shall have the rights as set out in Exhibit C
----------------------------------------------------------



                                       18
<PAGE>

                                    EXHIBIT B

                              NOTICE OF CONVERSION

                    (To be Executed by the Registered Holder
                 in order to Convert Series B Preferred Shares)


     As of the date written below, the undersigned ("Holder") hereby irrevocably
elects to convert  _____________  shares of Series B Preferred  stock ("Series B
Preferred") of HIV-VAC, Inc. ("HIV-VAC" or the "Company"), a Nevada corporation,
into  _______________  shares of common  stock,  par value  $0.001  per share of
HIV-VAC (the "Common  Stock")  according to the  conditions of the  Subscription
Agreement of the Company dated as of June , ___,  2002,  and the  Certificate of
Designation,  Powers, Preferences and Rights of the Preferred Stock, Series B of
HIV-VAC,  Inc. (the "Certificate of Designation").  If the Common Stock is to be
issued in the name of a person  other than the  Holder,  the Holder will pay all
transfer  taxes  payable with respect  thereto and is  delivering  herewith such
certificates.  No fee will be charged to the Holder for any  conversion,  except
for transfer taxes, if any.

     The Company is hereby instructed to issue a certificate or certificates for
the number of shares  Common Stock set forth above  (which  numbers are based on
the Holder's calculation  attached hereto) in the name(s) specified  immediately
below or, if additional space is necessary, on an attachment hereto:


                  Name:    ____________________________

                  Address: ____________________________
                           ____________________________
                           ____________________________
                           ____________________________

                  Date:    ____________________________


                  Authorized
                  Signature:  _________________________

                  Name:       _________________________

                  Title:   ____________________________



                                       19
<PAGE>

                                    EXHIBIT C



                                WARRANT AGREEMENT
                                -----------------

THIS WARRANT  AGREEMENT  (the  "Agreement")  is made and entered into as of June
____, 2002, by and between HIV-VAC,  Inc., a Nevada  corporation (the "Company")
and                     ("The Warrant Holder").

WHEREAS,  the Company  proposes to conduct an offering (the "Offering") of up to
300,000  units,  each  unit  comprising  one  Series B  Preferred  share and ten
warrants as described below ; and,

WHEREAS,  the  Company  proposes  to issue  to the  purchasers  in the  Offering
certificates    representing   the   Warrants   (collectively,    the   "Warrant
Certificates"); and,

WHEREAS, the Company desires to set forth in this Agreement, among other things,
the form and provisions of the Warrant Certificates and the terms and conditions
under which they may be issued, transferred, exchanged, replaced and surrendered
in connection with exercise of the Warrants;

NOW THEREFORE,  in  consideration  of the premises and of the mutual  agreements
herein contained, the parties hereto agree as follows:


                                    ARTICLE I
                      DISTRIBUTION OF WARRANT CERTIFICATES
                      ------------------------------------

1.1      Form of Warrant Certificates. The Warrant Certificates for the Warrants
shall be issued together with the purchase and assignment forms to be printed on
the reverse  thereof,  shall be  substantially  in the form of EXHIBIT i, and in
addition,  may have such letters,  numbers or other marks of  identification  or
designation  and such  legends,  summaries  or  endorsements  stamped,  printed,
lithographed or engraved  thereon as the Company may deem appropriate and as are
not inconsistent  with the provisions of this Agreement or as, in any particular
case, may be required,  in the opinion of the Company, to comply with any law or
with any rule or regulation of any regulatory authority or agency, or to conform
to customary usage.


                                       20
<PAGE>

1.2      Execution of Warrant  Certificates.  The Warrant  Certificates shall be
executed on behalf of the Company by its Chairman or Vice Chairman of the Board,
or President or any Vice President,  and by its Chief  Financial  Officer or any
Assistant Treasurer or Secretary or any Assistant Secretary,  either manually or
by  facsimile  signature  printed  thereon.  The Warrant  Certificates  shall be
manually  countersigned and dated the date of  countersignature  by the Transfer
Agent and shall not be valid for any purpose unless so countersigned  and dated.
In the case any  authorized  officer of the Company who shall have signed any of
the Warrant  Certificates  shall cease to be such officer of the Company  either
before or after  delivery  thereof by the Company , the signature of such person
on such  Warrant  Certificates,  nevertheless,  shall be valid and such  Warrant
Certificates may be countersigned by the Transfer Agent and issued and delivered
to those persons  entitled to receive the Warrants  represented  by thereby with
the same  force  and  effect  as though  the  person  who  signed  such  Warrant
Certificates had not ceased to be such officer of the Company.

1.3      Issuance and Distribution of Warrant  Certificates.  Upon completion of
the Offering, the Company shall deliver to the Transfer Agent an adequate supply
of Warrant  Certificates  for the Warrants  executed on behalf of the Company as
described in Section 1.2 hereof. Upon receipt of an order from the Company,  the
Trnasfer Agent shall within three (3) business days complete and countersign the
Warrant  Certificates  representing the total number of Warrants to be issued as
part of the Units,  and shall  deliver  such  Warrant  Certificates  pursuant to
written instructions of the Company.

                                   ARTICLE II
                 WARRANT EXERCISE PRICE AND EXERCISE OF WARRANTS
                 -----------------------------------------------

2.1      Exercise  Price.  Each Warrant  Certificate  for Warrants  shall,  when
signed and countersigned as set forth in Section 1.2 of this Agreement,  entitle
the registered  holder thereof to purchase from the Company one Common Share for
each Warrant  represented thereby at an exercise price (the "Exercise Price") of
$1.50 (the "Minimum Exercise Price").  The number of Common Shares issuable upon
exercise of a Warrant and the Exercise  Price may be adjusted  from time to time
pursuant to the provisions of Article III of this Agreement.

2.2      Exercisability  of Warrants.  Each Warrant may be exercised at any time
after issuance, but not after 5:00 pm, central time on December 31, 2003, unless
extended for an additional year at the Company's  option by written notice given
to the Transfer Agent on or before December 1, 2003 (the "Exercise Deadline").

2.3      Procedure  for  Exercise  of  Warrants.At  anytime  after  the  date of
issuance  and  before  the  Exercise  Deadline,  Warrants  may be  exercised  by
surrendering the Warrant Certificates  representing such Warrants to the Company
at its offices as specified in Section 7.15 of this  Agreement  (the  "Principal
Office") with the election to purchase form set forth on the Warrant Certificate
duly completed and executed,  with signature guaranteed by an eligible guarantor
institution that is a participant in a signature guarantee program acceptable to
the Company  ("Signature  Guaranteed"),  accompanied  by payment in full of such
taxes as are specified in Section 7.1 hereof and the Exercise Price in effect at
the time of such  exercise,  for each  Common  Share with  respect to which such
Warrants are being exercised. The Exercise Price and taxes shall be paid in full
by certified check or money order payable in United States currency to the order
of the  Company.  The date on which the  Warrants  are  exercised  is  sometimes
referred to herein as the "Exercise Date."


                                       21
<PAGE>

2.4      Issuance of Common Shares.  As soon as  practicable  after the Exercise
Date,  the Company shall cause the Transfer  Agent to transfer to the exercising
Warrant holder,  in certificated or  uncertificated  form, that number of Common
Shares to which such holder is entitled in accordance with the  instructions set
forth in the election to purchase.  All Common  Shares issued on exercise of any
Warrants shall be validly  authorized and issued,  fully paid and nonassessable,
and free from all taxes,  liens and charges created by the Company in respect of
the issue thereof, and shall be previously unissued shares. Each person entitled
to Common Shares pursuant to instructions  set forth in the election to purchase
shall for all  purposes  be deemed to have  become the  beneficial  owner on the
Exercise  Date of the Common  Shares to be issued upon  exercise of the Warrants
covered  by  election  to  purchase,  irrespective  of the date of  issuance  or
delivery of the Common Shares.  Promptly after a Registration Statement has been
declared  effective by the Securities and Exchange  Commission (the "SEC"),  the
Company  shall cause  notice  thereof or a copy of the  prospectus  covering the
Common Shares to be mailed to the Transfer Agent and each  registered  holder of
Warrants.

2.5      Certificate of Unexercised Warrants. In the event that less than all of
the Warrants  represented by a Warrant  Certificate  are exercised,  the Warrant
Agent shall  countersign  and mail,  by first class mail,  within 30 days of the
Exercise  Date,  to the  registered  holder of such  Certificate,  or such other
person  as shall be  designated  in the  election  to  purchase,  a new  Warrant
Certificate  representing the number of full Warrants not exercised. In no event
shall a  fraction  of a  Warrant  be  exercised,  and the  Warrant  Agent  shall
distribute no Warrant Certificates representing fractions of Warrants under this
or any other section of this  Agreement.  Final fractions of Common Shares shall
be treated as provided in Section 3.14.

2.6      Disposition  of  Proceeds.  The Transfer  Agent shall  account at least
quarterly (or more frequently at the request of the Company; provided that in no
event  shall the  Transfer  Agent be required to account  more  frequently  than
monthly) to the Company with respect to Warrants exercised.

                                   ARTICLE III
                        ADJUSTMENTS AND NOTICE PROVISIONS
                        ---------------------------------

3.1      Adjustment of Exercise Price. Subject to the provisions of this Article
III,  the  Exercise  Price in  effect  from  time to time  shall be  subject  to
adjustment, as follows:


                                       22
<PAGE>

(a)      In case the Company  shall at any time after the date the Warrants were
first issued (1) declare a dividend on its  outstanding  common stock payable in
shares of its capital stock,  (2) subdivide its  outstanding  common stock,  (3)
combine its  outstanding  common stock into a smaller  number of shares,  or (4)
issue any shares of its capital  stock by  reclassification  of its common stock
(including  any such  reclassification  in connection  with a  consolidation  or
merger in which the Company is the surviving  entity),  then, in each case,  the
Minimum  Exercise Price,  and the number of Common Shares issuable upon exercise
of the  Warrants,  in effect at the time of the record date for such dividend or
of the effective  date of such  subdivision,  combination  or  reclassification,
shall be proportionately adjusted so that the registered holders after such time
shall be entitled to receive the aggregate  number and kind of shares which,  if
the Warrants had been  exercised  immediately  prior to such time, he would have
owned  upon  such  exercise  and been  entitled  to  receive  by  virtue of such
dividend, subdivision, combination or reclassification. Such adjustment shall be
made successively whenever any event listed above shall occur.

(b)      In case the Company  shall issue or fix a record date for the  issuance
to all holders of its common stock of rights,  options,  or warrant to subscribe
for or purchase the Company's  common stock (or securities  convertible  into or
exchangeable  for the Company's  common stock) at a price per share (or having a
conversion  or  exchange  price per  share,  if a security  convertible  into or
exchangeable  for the Company's  common stock) less than the Market Price of the
common stock on such record date, then, in each case, the Minimum Exercise Price
shall  be  adjusted  by  multiplying  the  Minimum   Exercise  Price  in  effect
immediately  prior to such  record date by a fraction,  the  numerator  of which
shall be the number of shares of common  stock  outstanding  on such record date
plus the number of shares of common stock which the aggregate  offering price of
the total  number of shares of common  stock so to be offered (or the  aggregate
initial  conversion  or  exchange  price  of  the  convertible  or  exchangeable
securities  so to be  offered)  would  purchase  at such  Market  Price  and the
denominator  of which shall be the number of shares of common stock  outstanding
on such record date plus the number of  additional  shares of common stock to be
offered  for  subscription  or  purchase  (or  into  which  the  convertible  or
exchangeable   securities  so  to  be  offered  are  initially   convertible  or
exchangeable);  provided,  however,  that no such adjustment shall be made which
results in an increase in the Minimum  Exercise  Price.  Such  adjustment  shall
become  effective  at the  close of  business  on such  record  date;  provided,
however,  that,  to the  extent  the  shares  of  common  stock  (or  securities
convertible  into or exchangeable for shares of common stock) are not delivered,
the Minimum  Exercise  Price shall be  readjusted  after the  expiration of such
rights,  options, or warrants (but only with respect to Warrants exercised after
such  expiration),  to the Minimum  Exercise Price which would then be in effect
had the adjustments made upon the issuance of such rights,  options, or warrants
been  made  upon the basis of  delivery  of only the  number of shares of common
stock (or  securities  convertible  into or  exchangeable  for  shares of common
stock)  actually  issued.  In  case  any  subscription  price  may be  paid in a
consideration,  part or all of which  shall be in a form other  than  cash,  the
value of such consideration shall be as determined in good faith by the board of
directors  of the  Company,  whose  determination  shall  be  conclusive  absent
manifest  error.  Shares of common stock owned by or held for the account of the
Company or any majority-owned subsidiary shall not be deemed outstanding for the
purpose of any such computation.


                                       23
<PAGE>

(c)      In case the Company shall distribute to all holders of its common stock
(including  any such  distribution  made to the  stockholders  of the Company in
connection with a consolidation  or merger in which the Company is the surviving
corporation)  evidences  of  its  indebtedness,   cash  or  assets  (other  than
distributions  and  dividends  payable  in shares of common  stock),  or rights,
options,  or warrants to subscribe for or purchase  common stock,  or securities
convertible  into or changeable for shares of common stock (excluding those with
respect to the issuance of which an adjustment of the Minimum  Exercise Price is
provided  pursuant to Section  3.1(d)  hereof),  then, in each case, the Minimum
Exercise Price shall be adjusted by multiplying  the Minimum  Exercise Price, in
effect   immediately   prior  to  the  record  date  for  the  determination  of
stockholders entitled to receive such distribution by a fraction,  the numerator
of which shall be the Market Price of the common stock on such record date, less
the fair market value (as  determined in good faith by the board of directors of
the Company,  whose  determination shall be conclusive absent manifest error) of
the portion of the evidences of indebtedness or assets so to be distributed,  or
of such rights, options, or warrants or convertible or exchangeable  securities,
or the amount of such cash,  applicable  to one share,  and the  denominator  of
which shall be such Market  Price of the common  stock.  Such  adjustment  shall
become effective at the close of business on such record date.

(d)      In any case in which this Article III shall  require that an adjustment
in the  Exercise  Price be made  effective  as of a record  date for a specified
event,  the  Company  may elect to defer,  until the  occurrence  of such event,
issuing to the holders of the  Warrants,  if any holder has  exercised a Warrant
after such record date, the Common Shares,  if any,  issuable upon such exercise
over and above the Common Shares issuable upon such exercise on the basis of the
Exercise Price in effect prior to such adjustment;  provided,  however, that the
Company shall deliver to such exercising  holder a due bill or other appropriate
instrument evidencing such holder's right to receive such additional shares upon
the occurrence of the event requiring such adjustment.

(e)      Upon each  adjustment of the Minimum  Exercise Price as a result of the
calculations  made in Sections 3.1(a) or 3.1(b) hereof,  the holders of Warrants
shall thereafter be entitled to purchase,  at the adjusted  Exercise Price, that
number of shares (calculated to the nearest thousandth) obtained by dividing (i)
the  product  obtained  by  multiplying  the number of shares  purchasable  upon
exercise  of the  Warrant  prior to  adjustment  of the  number of shares by the
Exercise  Price in effect prior to adjustment of the Exercise  Price by (ii) the
Exercise Price in effect after such adjustment of the Exercise Price.

3.2      Definition of Market Price. As used in this Agreement, the term "Market
Price" shall mean:

(i)      if the Common  Shares are  listed,  or  admitted  to  unlisted  trading
privileges  on a  national  securities  exchange,  or is  traded  on the  Nasdaq
National Market or the Nasdaq Small-Cap Market, the last reported high bid price
on the each  trading day of any  measurement  period to which such Market  Price
relates,  in each  case  as  officially  reported  by the  principal  securities
exchange on which the Common  Shares are listed or admitted to unlisted  trading
privileges or by the Nasdaq National Market or Nasdaq Small-Cap Market, or


                                       24
<PAGE>

(ii)     if the Common  Shares are not listed or admitted  to  unlisted  trading
privileges,  on any  national  securities  exchange,  or  traded  on the  Nasdaq
National Market or Nasdaq  Small-Cap  Market,  but is traded on the OTC Bulletin
Board of the Nasdaq Stock Market,  Inc. (the "OTCBB"),  then the Market Price is
the last reported high bid price of the Common Shares reported by the OTCBB; or

(iii)    if the Common  Shares are not listed or admitted  to  unlisted  trading
privileges,  on any  national  securities  exchange,  or  traded  on the  Nasdaq
National  Market,  Nasdaq  Small-Cap  Market,  or the OTCBB but is traded in the
over-the-counter  market,  then the Market Price is the last  reported  high bid
price of the Common Shares reported by the National  Quotation  Bureau,  Inc. or
similar bureau if the National  Quotation  Bureau,  Inc. is no longer  reporting
such  information  on the date of the event to which such Market Price  relates,
and if no such prices are reported on such date, then the average of the last so
reported  high bid prices on the last five trading days on which such prices are
reported immediately preceding such date; or

(iv)     if the Common  Shares are  neither  listed,  nor  admitted  to unlisted
trading privileges on a national securities  exchange,  nor traded on the Nasdaq
National Market or Nasdaq Small-Cap Market,  nor on the OTCBB, nor traded in the
over-the-counter  market,  then the fair market value of the Common Shares,  not
less that the book  value  thereof,  as of the date of the  event to which  such
Market Price  relates,  as determined in good faith (using  customary  valuation
methods) by the Board of Directors of the Company,  which determination shall be
evidenced  by a  resolution  of the  Board of  Directors  and  based on the best
information available to it.

3.3      Merger and  Consolidation.  In case of any consolidation with or merger
of the  Company  with  or into  another  corporation  (other  than a  merger  or
consolidation in which the Company is the surviving or continuing  corporation),
or in case of any sale,  lease,  or  conveyance  to another  corporation  of the
property and assets of any nature of the Company as an entirety or substantially
as an entirety, such successor,  leasing, or purchasing corporation, as the case
may be, the  Company  shall (a)  execute  with the  Warrant  Agent an  agreement
providing  that the holders of the Warrants  shall have the right  thereafter to
receive upon  exercise of the  Warrants  solely the kind and amount of shares of
stock  and  other  securities,   property,  cash,  or  any  combination  thereof
receivable  upon such  consolidation,  merger,  sale,  lease, or conveyance by a
holder  of the  number of shares  of the  Company's  common  stock for which the
Warrants  might have been  exercised  immediately  prior to such  consolidation,
merger,  sale,  lease,  or conveyance,  and (b) make effective  provision in its
certificate  of  incorporation  or  otherwise,  if  necessary,  to  effect  such
agreement.  Such agreement shall provide for adjustments that shall be as nearly
equivalent as practicable to the adjustments in Section 3.1.

3.4      Reclassification.  In case of any  reclassification  or  change  of the
Common Shares issuable upon exercise of the Warrants (other than a change in par
value or from no par  value  to a  specified  par  value,  or as a  result  of a
subdivision or  combination,  but including any change in the shares into two or
more classes or series or shares),  or in case of any consolidation or merger of
another  corporation  into the  Company in which the  Company is the  continuing
corporation  and in which there is a  reclassification  or change  (including  a
change to the right to receive  cash or other  property)  of the  Common  Shares


                                       25
<PAGE>

(other  than a change  in par  value,  or from no par value to a  specified  par
value, or as a result of a subdivision or combination,  but including any change
in the shares  into two or more  classes or series of  shares),  the  holders of
Warrants  shall  have the right  thereafter  to  receive  upon  exercise  of the
Warrants  solely  the kind and  amount of shares of stock and other  securities,
property,    cash,   or   any   combination   thereof   receivable   upon   such
reclassification,  change, consolidation, or merger by a holder of the number of
shares of the  Company's  common  stock for which the  Warrants  might have been
exercised immediately prior to such reclassification,  change, consolidation, or
merger.  Thereafter,  appropriate  provision shall be made for adjustments  that
shall be as nearly equivalent as practicable to the adjustments in Section 3.1.

3.5      Verification of  Computations.  Whenever the Minimum  Exercise Price is
adjusted as provide in this  Article III, the Company  shall  promptly  obtain a
certificate of a firm of independent public  accountants of recognized  standing
selected  by the board of  directors  (who may be the  regular  auditors  of the
Company)  setting forth the Minimum  Exercise  Price,  so adjusted,  and a brief
statement of the facts accounting for such adjustment, an shall make available a
brief summary  thereof to the Transfer Agent and to the holders of the Warrants,
at their  addresses  listed on the  register  maintained  for the purpose by the
Warrant Agent.

3.6      Notice of Actions.  In the event that the Company shall propose to take
any action that could cause an adjustment  in the Minimum  Exercise  Price,  the
Company  shall cause notice of such  proposal to be given to the Warrant  Agent.
Such  notice  shall  specify  the date on which the action is  expected  to take
place.  The  Company  shall  cause  copies  of such  notice to be mailed to each
registered  holder of Warrants  at least 20  calendar  days prior to the date of
expected action.

3.7      Amendment  to Warrant  Certificates.  Irrespective  of any  adjustments
pursuant to this Article III,  Warrant  Certificates  theretofore  or thereafter
issued need not be amended or replaced, but certificates thereafter issued shall
bear a legend or other notice of any adjustments.

3.8      Fractional  Shares. The Company shall not be required upon the exercise
of any Warrant to issue  fractional  shares of its common  stock that may result
from  adjustments  in accordance  with this Article III to the Maximum  Exercise
Price and the Minimum Exercise Price or the number of Common Shares purchaseable
under each  Warrant.  If more than one Warrant is  exercised  at one time by the
same  registered  holder,  the  number  of full  Common  Shares  that  shall  be
deliverable  shall be computed based on the number of Common Shares  deliverable
in exchange for the aggregate number of Warrants exercised.  With respect to any
final  fraction  of a share  called  for upon the  exercise  of any  Warrant  or
Warrants,  the  Company  shall pay a cash  adjustment  in  respect of such final
fraction in an amount equal to the same fraction of the Market Price of a Common
Share calculated in accordance with Section 3.2.


                                       26
<PAGE>

                                   ARTICLE IV
                      REPURCHASE OF WARRANTS BY THE COMPANY
                      -------------------------------------

At any time after not less than 30 calendar  days written  notice to the Warrant
Agent and each  registered  holder of Warrants,  the Company may repurchase all,
but not less than all of the then  outstanding  Warrants at a price of $0.01 per
Common Share issuable upon exercise of such Warrants,  provided that on the date
notice is given (i) the Common  Stock  issuable  upon  exercise of the  Warrants
shall be subject to an effective  registration  statement  under the  Securities
Act,  and (ii)  the  Market  Price of the  Common  Shares  for the 20  preceding
consecutive  trading days shall have been at least two times the Exercise  Price
of the Warrants to be repurchased.  During the notice period provided above, the
holder of  Warrants  may give  notice of  exercise  of the  Warrants  called for
repurchase,  in which event the Company's right to repurchase the Warrants shall
be  suspended  for the period  provided  for  closing of the  purchase of Common
Shares issuable upon exercise of the Warrants.

                                    ARTICLE V
                          OTHER PROVISIONS RELATING TO
                          RIGHTS OF REGISTERED HOLDERS
                             OF WARRANT CERTIFICATES
                             -----------------------

5.1      Rights of Warrant  Holders.  No Warrant  Certificate  shall entitle the
registered  holder  thereof  to any  rights  of a  shareholder  of the  Company,
including without limitation,  the right to vote, to receive dividends and other
distributions,  to receive any notice of, or to attend, meetings of shareholders
or any other proceedings of the Company.

5.2      Lost,  Stolen,  Mutilated or  Destroyed  Warrant  Certificates.  If any
Warrant Certificate shall be lost, mutilated,  stolen or destroyed,  the Company
in its  discretion  may direct the  Warrant  Agent to execute  and  deliver,  in
exchange  and  substitution  for and upon  cancellation  of a mutilated  Warrant
Certificate,  or in lieu of or in substitution  for a lost,  stolen or destroyed
Warrant  Certificate,  a new  Warrant  Certificate  for the  number of  Warrants
represented by the Warrant Certificate so lost,  mutilated,  stolen or destroyed
but only upon  receipt of evidence of such loss,  theft or  destruction  of such
Warrant Certificate,  and of the ownership thereof, and indemnity, if requested,
all  satisfactory  to the  Company and the Warrant  Agent.  Applicants  for such
substitute  Warrant  Certificates  shall also comply with such other  reasonable
regulations  and pay such other  reasonable  charges  incidental  thereto as the
Company or the Warrant  Agent may  prescribe.  Any such new Warrant  Certificate
shall constitute and original contractual obligation of the Company,  whether or
not the allegedly lost, stolen, mutilated or destroyed Warrant Certificate shall
be at anytime enforceable by anyone.

                                   ARTICLE VI
                    SPLIT UP, COMBINATION, EXCHANGE, TRANSFER
                    AND CANCELLATION OF WARRANT CERTIFICATES
                    ----------------------------------------

6.1      Split Up, Combination, Exchange and Transfer of Warrant Certificates.
         --------------------------------------------------------------------


                                       27
<PAGE>

(a)      Prior to the Exercise Deadline,  Warrant  Certificates,  subject to the
provisions of Section 6.2 and compliance  with  applicable law, may be split up,
combined  or  exchanged  for  other  Warrant  Certificates  representing  a like
aggregate  number of Warrants  or may be  transferred  in whole or in part.  Any
holder  desiring  to split up,  combine  or  exchange a Warrant  Certificate  or
Warrant Certificates shall make such request in writing delivered to the Warrant
Agent at its Principal  Office and shall  surrender the Warrant  Certificate  or
Warrant Certificates so to be split up, combined or exchanged at said office.

(b)      Without  the  written  consent  of  the  Company  (which  shall  not be
unreasonably  withheld),  Warrants  may not be sold,  transferred  or  otherwise
disposed of by the registered  holder  thereof,  except to officers,  directors,
partners, members, employees or affiliates of such registered holder. Subject to
the foregoing restriction, any applicable laws, rules or regulations restricting
transferability,  any  restriction  that may appear on a Warrant  Certificate in
accordance  with the  terms  hereof,  or any  "stop-transfer"  instructions  the
Company may give to the Warrant Agent to implement any such restrictions  (which
instructions  the  Company  is  expressly  authorized  to  give),   transfer  of
outstanding Warrant  Certificates may be effected by the Warrant Agent from time
to time upon the books of the Company to be  maintained by the Warrant Agent for
that purpose,  upon surrender of the Warrant Certificate to the Warrant Agent at
its  Principal  Office,  with  the  assignment  form set  forth  in the  Warrant
Certificate duly executed with Signatures Guaranteed.

(c)      Upon  any  such  surrender  for  split  up,  combination,  exchange  or
transfer,  the Warrant  Agent shall  execute and deliver to the person  entitled
thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so
requested.  The Warrant Agent may require the holder to pay a sum  sufficient to
cover any tax or governmental  charge that may be imposed in connection with any
split up, combination,  exchange or transfer of Warrant Certificate prior to the
issuance of any new Warrant Certificate.

6.2      Cancellation   of  Warrant   Certificates.   Any  Warrant   Certificate
surrendered upon the exercise of Warrants or for split up, combination, exchange
or  transfer,  or  purchased  or  otherwise  acquired by the  Company,  shall be
cancelled and shall not be reissued by the Company;  and,  except in the case of
the exercise of less than all of the Warrants evidenced by a Warrant Certificate
or as provided in Section 6.1 in the case of a split up,  combination,  exchange
or transfer,  no Warrant  Certificate  shall be issued hereunder in lieu of such
cancelled  Warrant  Certificate.  Any Warrant  Certificate so cancelled shall be
destroyed by the transfer Agent, unless otherwise directed by the Company.

6.3      Agreement of Warrant Holders.  Every holder of a Warrant Certificate by
accepting  the same  consents  and agrees  with the Company and with every other
holder of a Warrant  that:  (a)  transfer of the Warrant  Certificates  shall be
registered  on the  books of the  Company  maintained  for that  purpose  by the
Transfer  Agent only if  surrendered  at the  Principal  Office of the  Transfer
Agent,  duly endorsed or  accompanied by a proper  instrument of transfer,  with
Signatures  Guaranteed;  and, (b) prior to due presentment  for  registration of
transfer, the Company may treat the person in whose name the Warrant Certificate
is  registered  as the  absolute  owner  thereof and of the  Warrants  evidenced
thereby  (notwithstanding  any  notations of ownership or writing on the Warrant
Certificates  made by anyone other than the Company or the  Transfer  Agent) for
all purposes whatsoever, and neither the Company nor the Transfer Agent shall be
affected by any notice to the contrary.


                                       28
<PAGE>

In Witness Whereof,  this Agreement has been duly executed by the parties hereto
as of the day and year first above written.

HIV-VAC, INC.


By:____________________________
Name:__________________________
Title:_________________________


SUBSCRIBER


By:____________________________
Name:__________________________
Title:_________________________






                                       29
<PAGE>

                                                                   EXHIBIT i
                                                                   ---------

No.____                                                            ____ Warrants

                                  HIV-VAC, INC.

                          Common Stock Purchase Warrant

                 Not exerciseable after 5:00, pm, Central time,
                              On ___________, 2003,
         Unless extended for an additional year at the Company's option

THIS CERTIFIES THAT: ________________________________

Or registered assigns is the registered holder (the "Registered  Holder") of the
number  of  Warrants  set forth  above,  each of which  represents  the right to
purchase  one fully paid and  nonassessable  share of the common  stock,  no par
value (the "Common  Stock"),  of HIV-VAC,  Inc.  (the  "Company") at an exercise
price of $1.50,  at any time  after  issuance  hereof,  but not  after  5:00 pm,
central time on December 31, 2003, unless extended for an additional year at the
Company's option by written notice given to the Subscriber on or before December
1, 2003 (the "Exercise  Deadline"),  by surrendering  this Warrant  Certificate,
with the Form of Election to purchase on the reverse  side hereof duly  executed
at the office  maintained by the Compay or its agent,  and by paying in full the
Exercise Price, plus transfer taxes, if any. Payment of the Exercise Price shall
be made in United States currency,  by certified check or money order payable to
the order of the Company.

No Warrant may be exercised after the Exercise Deadline.  All Warrants evidenced
hereby shall thereafter become void.

Without the  written  consent of the Company  (which  shall not be  unreasonably
withheld), Warrants may not be sold, transferred or otherwise disposed of by the
registered holder thereof,  except to officers,  directors,  partners,  members,
employees or  affiliates  of such  registered  holder.  Subject to the foregoing
restriction,   any   applicable   laws,   rules   or   regulations   restricting
transferability  and to any  restriction on  transferability  that may appear on
this Warrant  Certificate,  the Registered  Holder shall be entitled to transfer
this  Warrant  Certificate  in whole or in part upon  surrender  of this Warrant
Certificate at the office of the Transfer Agent maintained for that purpose with
the form of assignment on the reverse side hereof duly executed, with signatures
guaranteed.  Upon  such  a  transfer,  a  new  Warrant  Certificate  or  Warrant
Certificates  representing  the same aggregate number of Warrants will be issued
in accordance with instructions in the form of assignment.

Upon the  exercise of less than all of the  Warrants  evidenced  by this Warrant
Certificate,  there  shall be  issued  to the  Registered  Holder a new  Warrant
Certificate in respect of the Warrants not exercised.

No  fractional  shares will be issued upon the exercise of  Warrants.  As to any
final  fraction of a share which the  Registered  Holder of one or more  Warrant
Certificates,  the rights  under which are  exercised  in the same  transaction,
would  otherwise be entitled to purchase upon such  exercise,  the Company shall
pay the cash value thereof determined as provided in the Warrant Agreement.



                                       30
<PAGE>

This  Warrant  Certificate  shall not  entitle the  Registered  Holder to any of
rights of a shareholder of the Company,  including without limitation, the right
to vote, to receive dividends and other  distributions,  or to attend or receive
any notice of meetings of shareholders or any other proceedings of the Company.

This Warrant  Certificate shall not be valid for any purpose until it shall have
been countersigned by the Transfer Agent.

IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be duly
executed under its corporate seal.

                                             HIV-VAC, INC.

              [SEAL]

                                             By: _______________________________


                                             ATTEST:

                                             ___________________________________
                                                          Treasurer

Countersigned:

Dated:__________________________             ___________________________________











                                       31
<PAGE>


                          FORM OF ELECTION TO PURCHASE

The undersigned  hereby irrevocably elects to exercise _________ of the Warrants
represented  by this  Warrant  Certificate  and to purchase the shares of Common
Stock  issuable  upon  the  exercise  of  said   Warrants,   and  requests  that
certificates for such shares be issued and delivered as follows:

Issue to:_______________________________________________________________________
                                     (Name)

________________________________________________________________________________
                          (Address, Including Zip Code)

________________________________________________________________________________
                (Social Security or other Tax Identifying Number)

Deliver to:_____________________________________________________________________
                                     (Name)

________________________________________________________________________________
                          (Address, Including Zip Code)

If the  number  of  warrants  hereby  exercised  does this  Warrant  Certificate
represent  less  than all the  Warrants,  the  undersigned  requests  that a new
Warrant  Certificate  representing  the number of full Warrants not exercised be
issued and delivered as set forth.

In full payment of the purchase price with respect to the Warrants exercised and
transfer  taxes,  if any, the  undersigned  hereby tenders  payment of $_____ by
certified  check or money  order  payable in the United  States  currency to the
order of the Company.

Dated:__________________

______________________________________       ___________________________________

  (Insert Social Security Number or            (Signature of Registered Holder)
 other identifying number of holder)

                                             ___________________________________
                                               (Signature of Registered Holder,
                                                       if co-owned)

 NOTE: Signature must conform in all respects to the name of holder as specified
                     on the face of the Warrant Certificate.








                                       32