STOCK OPTION AGREEMENT
                             ----------------------

              AGREEMENT,  dated as of September 2, 2002 by and between  HIV-VAC,
Inc.,  a Nevada  Company with its  principal  place of business at P.O. Box 424,
Collingwood,  Ontario, Canada L9Y 3Z4 (the "Company") and Trinity Funding, Inc.,
a Cayman  Island  Company with its  principal  place of business at 30674 S M B,
Grand Cayman, Cayman Islands, BWI (the "Optionee").

                              W I T N E S S E T H:
                              --------------------

              WHEREAS,  the  Company  has  previously  received  loans  from the
Optionee in the aggregate amount of $140,000,  without bearing any interest,  in
three separate tranches,  particularly $15,000 on September 17, 1999; $50,000 on
October 12, 1999; and $75,000 on January 14, 2000 (collectively the "Loan"); and

              WHEREAS, the Loan is due to be repaid to the Optionee upon receipt
by the Company of $5,000,000 in financing; and

              WHEREAS,  as of the date of this  Agreement,  the  Company has not
raised $5,000,000 in financing; and

              WHEREAS,  the  parties  have  agreed that the grant of this option
(the "Option") to the Optionee to purchase up to 800,000 shares of the Company's
common  stock,  par value  $.001 per share (the  "Common  Stock") at an exercise
price and upon the terms and conditions  hereinafter  set forth shall serve as a
full and complete satisfaction of the Loan owed by the Company to the Optionee.

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

       1.     Grant of Option.  Subject to all the terms and conditions  hereof,
the Company  hereby  grants to Optionee the right to purchase all or any part of
an  aggregate  of 800,000  shares of Common  Stock of the Company  (the  "Option
Shares")  at an  exercise  price (the  "Exercise  Price") per share equal to the
greater of: (a) a 35% discount from the average  closing bid price of the Common
Stock on the Nasdaq OTC  Bulletin  Board  during the twenty  (20)  trading  days
immediately prior to exercise of the Option, or (b) $0.50 per share.

       2.     Exercisability of Option.  The Option Shares subject to the Option
shall become purchasable by the Optionee, in whole or in part, at any time prior
to the expiration of the Option,  which  expiration  shall occur on December 31,
2003 (the "Expiration Date"). On the Expiration Date, this Option and all rights
hereunder  shall  expire and any Option  Shares not  purchased  on or before the
Expiration Date may not thereafter be purchased hereunder. In the event Optionee
fails to exercise the Option on or prior to the Expiration Date, then the Option
as to all Option  Shares not exercised  shall expire and Optionee  shall have no
rights with respect to such remainder of the Option or the Option Shares.

<PAGE>

       3.     Method of Exercise  of Option;  Payment of  Exercise  Price.  This
Option  shall be  exercisable  at any time and from  time to time,  prior to the
Expiration  Date,  by  surrender  to the  Company of the notice  (the  "Notice")
attached  hereto as Exhibit "A". The Notice shall state the Optionee's  election
to exercise  this Option and the number of Option  Shares in respect of which it
is being  exercised,  and shall be  accompanied  by a check in the amount of the
Exercise Price.  Within a reasonable time following payment of the full Exercise
Price by Optionee,  the Company shall  deliver to the Optionee a certificate  or
certificates  representing  those shares.  A certificate or certificates for the
shares as to which this Option shall have been so exercised  shall be registered
in the name of the Optionee and shall be delivered to Optionee at the address of
Optionee  specified in the Notice or at such other address as Optionee shall set
forth in its Notice.

       4.     Non-Assignability  of Option. This Option may be exercised only by
the Optionee and shall not be sold, transferred, assigned, pledged, hypothecated
or otherwise  disposed of in any way (whether by operation of law or  otherwise)
without the Company's  prior written consent except that Optionee may, solely in
connection  with a  transfer  of all or  substantially  all of its  assets to an
entity or entities  controlled  by  Optionee  ("Affiliate"),  sell,  transfer or
assign all its  interest  in this  Agreement  to such  Affiliate  but only after
giving the Company at least  sixty (60) days  notice in writing of the  proposed
sale, transfer or assignment.  Any buyer, transferee, or assignee of this Option
shall be bound by and subject to each and every  provision of this Agreement and
shall not sell, transfer,  assign,  pledge,  hypothecate or otherwise dispose of
the Option in any way (whether by operation of law or otherwise).

       5.     Limitation of Optionee's  Rights.  Except as otherwise provided in
Section  6,  Optionee  shall  not  have any of the  rights  or  privileges  of a
shareholder  of the  Company  in  respect of any  Option  Shares  issuable  upon
exercise of this Option unless and until those shares have been paid for in full
and upon  such  payment  in full  Optionee  shall  be  deemed  to be the  record
Optionee.

       6.     Anti-Dilution  Provisions.  If the Company shall pay a dividend in
shares of its Common Stock,  subdivide (split) its outstanding  shares of Common
Stock,  combine (reverse split) its outstanding shares of Common Stock, issue by
reclassification of its shares of Common Stock any shares or other securities of
the Company,  or distribute to holders of its Common Stock any securities of the
Company or of  another  entity,  the  number of shares of Common  Stock or other
securities  the  Optionee  is  entitled  to  purchase  pursuant  to this  Option
immediately  prior  thereto  shall be  adjusted  so that the  Optionee  shall be
entitled to receive upon  exercise the number of shares of Common Stock or other
securities  which it would  have owned or would  have been  entitled  to receive
after the  happening of any of the events  described  above had this Option been
exercised  immediately  prior to the  happening of such event,  and the Exercise
Price shall be correspondingly adjusted;  provided,  however, that no adjustment
in the number of shares and/or the Exercise Price shall be required  unless such
adjustment would require an increase or decrease of at least one percent (1%) in
such number and/or price; and provided  further,  however,  that any adjustments
which by reason of this  Section 6 are not  required to be made shall be carried
forward and taken into account in any subsequent adjustment.  An adjustment made
pursuant to this Section 6 shall become effective  immediately  after the record
date in the case of the stock  dividend or other  distribution  and shall become
effective  immediately  after the effective  date in the case of a  subdivision,
combination or  reclassification.  The Optionee shall be entitled to participate
in any  subscription  or other rights  offering made to holders of the Company's
Common  Stock to the extent it would have been  entitled  had this  Option  been
exercised  in the  full  number  of  shares  as to  which  this  Option  remains
unexercised  immediately  prior to the record date for such rights offering.  If
the Company is  consolidated or merged with or into another Company or if all or
substantially  all of its assets are  conveyed to another  Company,  this Option
shall  thereafter  be  exercisable  for the  purchase  of the kind and number of


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<PAGE>

shares of stock or other  securities or property,  if any,  receivable upon such
consolidation,  merger or  conveyance  by an Optionee of the number of shares of
Common Stock of the Company  which could have been  purchased on the exercise of
this Option immediately prior to such consolidation,  merger or conveyance; and,
in any  such  case,  appropriate  adjustment  (as  determined  by the  Board  of
Directors)  shall be made in the application of the provisions  herein set forth
with respect to the rights and  interests  thereafter of the Optionee to the end
that the  provisions  set forth  herein  (including  provisions  with respect to
changes in and other  adjustments  of the  number of shares of Common  Stock the
Optionee is entitled to purchase) shall  thereafter be applicable,  as nearly as
possible, in relation to any shares of Common Stock or other securities or other
property  thereafter  deliverable  upon the  exercise of this  Option.  Upon any
adjustment  of the  number of shares of  Common  Stock or other  securities  the
Optionee is entitled to purchase,  and of any change in Exercise Price,  then in
each such  case the  Company  shall  give  written  notice  thereof  to the then
registered holder of this Option at the address of such Optionee as shown on the
books of the  Company,  which  notice  shall  state such change and set forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation  is based.  Each such notice shall be  accompanied by a statement of
the firm of  independent  certified  public  accountants  retained  to audit the
financial  statements of the Company to the effect that such firm concurs in the
Company's calculation of the change.

       7.     Piggyback Registration Rights. If the Company at any time from the
date of the issuance of this Option  through the  Expiration  Date,  proposes to
register any of its securities  under the Securities Act for sale to the public,
whether for its own account or for the account of other security holders or both
(except  with  respect to  registration  statements  on Forms  S-4,  S-8 and any
successor  forms  thereto),  each such time it will give written  notice to such
effect to the Optionee at least 30 days prior to such  filing.  Upon the written
request of the Optionee  received by the Company within 20 days after the giving
of any such notice by the Company to register any of shares of Common Stock, the
Company  will cause the shares of Common  Stock as to which  registration  shall
have been so  requested  to be included in the  securities  to be covered by the
registration  statement  proposed to be filed by the Company,  all to the extent
required to permit the sale or other  disposition by the Optionee of such shares
of Common Stock so registered.  Notwithstanding the foregoing, in the event that
any  registration  pursuant to this Section 7 shall be, in whole or in part,  an
underwritten  public  offering of Common  Stock,  the number of shares of Common
Stock to be included in such an underwriting  may be reduced (pro rata among the
requesting  Optionees) and the other selling stockholders (based upon the number
of shares of Common  Stock  requested  to be  registered  by them) if and to the
extent that the  managing  underwriter  shall be of the good faith  opinion that
such  inclusion  would  adversely  affect the  success of such an  underwriting,
provided, that such number of shares of Common Stock shall not be reduced if any
shares of Common Stock are to be included in such  underwriting  for the account
of any person other than the Company or requesting Optionees of shares of Common
Stock.  In  the  event  of  such a  reduction,  the  Company  agrees  to  file a
registration  statement for the resale of the shares  underlying this Option not
included in such underwritten  offering within ninety (90) days of the date that
the underwritten  offering is declared  effective by the Securities and Exchange
Commission.  Notwithstanding the foregoing provisions,  the Company may withdraw
any  registration  statement  referred  to in this  Section  7  without  thereby
incurring any liability to the Optionees of shares of Common Stock.

       8.     Purchase for Investment.  The Optionee  represents and agrees that
if the Optionee  exercises this Option,  in whole or in part,  then those Option
Shares so acquired will be acquired for the purpose of investment and not with a
view to their resale or distribution and upon each exercise of this Option,  the
Optionee  will  furnish  to the  Company a  written  statement  to that  effect,
satisfactory  in form and  substance  to the Company and its  counsel.  Optionee
understands  and  acknowledges  that the shares to be acquired  pursuant to this
Option  will be  "restricted  securities"  as such  term is  defined  under  the
Securities  Act of 1933,  as amended  (the  "Act") and  accordingly  will bear a
legend indicating such restrictions.


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<PAGE>

       9.     Representations  and  Warranties  of  Optionee.  As a condition to
receipt of the Option and for other good and valuable consideration,  receipt of
which is hereby acknowledge, the Optionee represents and warrants to the Company
as follows:
                     (I)    Optionee   acknowledges   that  the   Company  is  a
development  stage company with no significant  operating history and that there
are significant risks associated with the Company's business.  Accordingly,  the
value of the  Option  and the Option  Shares  will be based  upon the  Company's
development of its business which is subject to significant risks; and
                     (II)   Optionee  understands that the Option and the Option
Shares  (issuable  upon exercise of the Option) are being offered and sold under
an  exemption  from  registration  provided  by  Section  4 of the  Act  and the
regulations promulgated thereunder,  as well as applicable State law exemptions,
and warrants and  represents  that the Option and the Option Shares are being or
will be (in the case of the Option Shares)  acquired by the  undersigned  solely
for the  undersigned's  own account,  for investment  purposes only, and are not
being  purchased  with the  intent or view to resell  the  Option or the  Option
Shares  or  for  the  resale,  distribution,  subdivision  or  fractionalization
thereof.  Consequently,  the  undersigned  must  bear the  economic  risk of the
investment  for an  indefinite  period of time because the Option and the Option
Shares cannot be resold or otherwise transferred unless subsequently  registered
under  the Act  and  qualified  under  applicable  State  law or an  opinion  of
qualified  counsel  that  indicates  an  exemption  from   registration   and/or
qualification is available.

       10.    Notices.  Any  notice to be given  under the terms of this  Option
shall be in writing and addressed to the Company at the  Company's  then-present
address or to Optionee at the address provided herein,  or at such other address
as either party may hereafter  designate in writing to the other.  Any notice or
other  communication  given  hereunder  shall have been  deemed  duly given when
enclosed in a properly  sealed  envelope  addressed as aforesaid,  registered or
certified,  and deposited postage prepaid in a post office or branch post office
or, in person, when so delivered,  or by overnight courier providing evidence of
receipt.

       11.    Representations  of  Company.  The  Company  represents:  (i)  the
execution,  delivery and  performance of this Agreement has been duly authorized
by the  Board  of  Directors  of  the  Company;  (ii)  the  consummation  of the
transactions  contemplated  by this  Agreement will not violate any provision of
the Company's  Certificate of Incorporation  or Bylaws;  and (iii) no consent of
any third  party  including,  without  limitation,  federal or state  regulatory
agencies is required for  execution  and  performance  of this  Agreement by the
Company.

       12.    Governing Law. This Agreement shall be deemed to be made under and
shall be  construed  in  accordance  with the laws of the  State of New York and
applicable Federal law without regard to conflict of law principles.

       13.    Successors and Assigns.  This Agreement  shall be binding upon and
inure to the  benefit of the  parties  hereto  and their  legal  successors  and
permitted assigns.

       14.    Entire  Understanding;   Masculine  /  Feminine.   This  Agreement
constitutes  the entire  understanding  of the  parties and shall not be amended
except by written agreement between the parties.  As used herein,  the masculine
form shall include the feminine and vice-versa, as the context shall require.

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<PAGE>

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

                                                 HIV-VAC, INC.

                                                 By:  /s/ Kevin W Murray
                                                    ---------------------



                                                 TRINITY FUNDING, INC.

                                                 By:  /s/ William Sears
                                                    ---------------------












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