Consulting Agreement

AN AGREEMENT made the   1st day of   June Two Thousand and Two BETWEEN

HIV-VAC, Inc,
a  Company  incorporated  in the State of  Nevada,  United  States  of  America,
(hereinafter called "the Company"), on the one part, and

Intracell Vaccines Limited
A Company Incorporated in The Isle of Man (hereinafter called "the Consultant"),
on the other part,

WHEREBY IT IS AGREED as follows:

1. THE Company shall employ the Consultant,  and the Consultant  shall serve the
Company as a Consultant,  in the Company's  business of research and development
of a HIV  vaccine  for  combating  AIDS  and,  subject  to  the  provisions  for
determination of this Agreement hereinafter contained, such consulting agreement
shall be for a period of one year  commencing on 1st day of June 2002 and ending
on 31st day of May 2003.

2. As a Consultant of the Company, the Consultant shall:

       (a) undertake  such duties in relation to the Company and its business as
the Board of Directors of the Company  (hereinafter  referred to as "the Board")
shall from time to time assign to, or vest in it:

       (b) in the discharge of such duties,  and in the exercise of such powers,
observe  and comply  with all lawful  resolutions,  regulations  and  directions
issued by the Board from time to time.

       (c) devote such time and attention to the  development  of the vaccine as
is necessary to discharge of his duties hereunder;

       (d) conform to such time frames as may, from time to time,  reasonably be
required of the of the Consultant:

       (e) in  pursuance  of its duties  hereunder,  perform  such  services for
subsidiary  companies  of the  Company  as the  Board  may,  from  time to time,
reasonably require.  Additional compensation for additional  responsibility will
be agreed between the Consultant and the Company.

3. The Company  acknowledges that the Consultant is involved in the research and
development  of other  vaccine  products not  associated  with the Companies HIV
vaccine. It is agreed that the Consultant shall be entitled to continue with any
other vaccine  research and development  and all the benefits  derived from such
other research and  development  shall be for the sole and exclusive  benefit of
the Consultant and /or the executives of the Consultant


<PAGE>

4. The company  acknowledges  that The  Consultant is involved in other business
ventures and occupations and it is expressly agreed that The Consultant shall be
free to continue such business  ventures,  occupations and investments and shall
be free to be  engaged or  interested,  either  directly  or  indirectly  in any
capacity,  in any  trade,  business  or  occupation  whatsoever,  other than the
business of the Company and all benefits derived from such other ventures, trade
or occupation shall be for the benefit of the Consultant or its executives.

5. The Consultant or its executives  shall not, except as authorised or required
by his  duties,  reveal to any  person,  persons or company any of the secret or
confidential operations, processes or dealings or any information concerning the
organization,  business, finances, transactions or affairs of the Company or any
of its  subsidiaries,  which may come to his  knowledge  during  his  employment
hereunder,  and shall keep with complete  secrecy all  confidential  information
entrusted to it, and shall not use or attempt to use any such information in any
manner which may injure or cause loss,  either  directly or  indirectly,  to the
Company  or its  business  or may be likely  to do so.  This  restriction  shall
continue to apply after the termination of this Agreement without limit in point
of time,  but shall cease to apply to  information  or knowledge  which may come
into the public domain.

6.  The  Consultant  will be  involved,  for  some of his  time,  in the  actual
development  and  possible  improvement  of  methods  of the  HIV  vaccine.  All
knowledge  and  intellectual  property  relating to such  methods,  developed or
acquired by the Consultant during the course of this agreement hereunder as they
relate to the HIV vaccine only, shall belong to Intracell Vaccines Limited under
a sub-licence  agreement entered into between The Company and Intracell Vaccines
Limited and the  Consultant  and its  executives  shall freely make available to
Intracell  Vaccines  Limited all such  knowledge and  intellectual  property and
shall  freely  sign all  papers  and do all other  acts  freely  to  assist  the
Intracell Vaccines Limited to apply for any patents in respect of such knowledge
and intellectual  property as it relates to the HIV/AIDS  vaccine.( If Intracell
Vaccines decides to make such applications),  and the patents (if granted) shall
be solely for the benefit of Intracell Vaccines Limited.

7. Subject as  hereinafter  provided,  the Company  shall pay to the  Consultant
during the continuance of this agreement hereunder, a fee at the rate of Seventy
Thousand  Dollars  (US$70,000) per quarter payable  quarterly in arrears for the
duration of this agreement.

8. The Consultant  shall be  re-imbersed  all  expenditure(other  than executive
salaries) that it incurs in the execution and compliance of this agreement.

9. The executives to The Consultant  shall be reimbursed all  travelling,milage,
hotel and other out-of-pocket expenses reasonably incurred by them solely in the
discharge of their duties hereunder.

10. THIS  Agreement  may be  terminated  forthwith by the Company  without prior
notice if the Consultant shall, at any time:

(a) commit any  serious or  persistent  breach of any of the  provisions  herein
contained;

(b) be guilty of any grave  misconduct or wilful neglect in the discharge of his
duties hereunder;

(c) become bankrupt or make any arrangement or composition with his creditors;

<PAGE>

(d) be convicted of any criminal  offence  other than an offence  which,  in the
reasonable  opinion of the Board,  does not affect his position as executives of
the Company;

11.  In  the  event  that  this  Agreement  shall  be  terminated  in any of the
circumstances  above,  such termination  shall be without prejudice to any claim
for damages to which the Company or Consultant may be entitled.

12 This Agreement may at the option of the Consultant,  be terminated  forthwith
by the Consultant without prior notice to the Company if;

(a)    The Company fails to pay the renumeration described in paragraph 7.

(b)    The Company declares or is filed into bankrupcy.

(c)    The Company looses its  sub-licence  agreement  with  Intracell  Vaccines
       Limited for any reason whatsoever

(d)    The Company  fails to remedy any breach of this  agreement  within 7 days
       written notice.


13. Since the  Consultant is likely to obtain,  in the course of this  agreemant
with the Company,  knowledge of  confidential  information  of the Company,  the
Consultant  hereby agrees with the Company that, in addition to the restrictions
contained  in  clauses 5 and 6 of this  Agreement,  it will be bound to treat as
confidential,  any information  which the Company  acquires from any third party
under an agreement,  including  restrictions  known to it, and will not, without
the consent of the Company,  at any time (whether during this agreement or after
the termination date) infringe such restrictions;

14. Since the Consultant also may obtain,  in the course of this  agreement,  by
reason of services  rendered for, or offices held in any  subsidiary  company of
the  Company,  knowledge  of  confidential  information  of  such  company,  the
Consultant  hereby  agrees that it will, at the request and cost of the Company,
enter into a direct agreement or undertaking with such company,  whereby it will
accept restrictions  corresponding to the restrictions herein contained (or such
of them as may be appropriate in the  circumstances) in relation to such matters
and such area and for such period,  as such company may  reasonably  require for
the protection of its legitimate interests.

15. Notices may be given by either Party, by letter or by faxcimile addressed to
the other Party, at the registered  offices of either party, and any such notice
given by letter  shall be  deemed  to have  been  given at the time at which the
letter would be delivered in the ordinary course of post.

16. The expiration or determination of this Agreement,  howsoever arising, shall
not affect such of the  provisions  hereof as are  expressed  to operate or have
effect thereafter, and shall be without prejudice to any right of action already
accrued to either Party in respect of any breach of this  Agreement by the other
Party.

17.  If,  before  the  termination  of this  Agreement,  the  employment  of the
Consultant  hereunder  shall be determined by reason of the  liquidation  of the
Company,  for the purpose of  reconstruction  or  amalgamation,  and it shall be
offered  employment  with  any  concern  or  undertaking   resulting  from  such
reconstruction or amalgamation, on terms and conditions not less favourable than
the terms of this Agreement, then the Consultant shall have no claim against the
Company in respect of the determination of its agreemant thereunder.

<PAGE>

18. Every dispute or difference arising between the Parties hereto,  with regard
to  this  Agreement  or the  duties,  powers  or  liabilities  of  either  Party
hereunder, or with regard to the construction of any clause hereof or any act or
thing  to be done  in  pursuance  thereof  or  arising  out of  anything  herein
contained, whether during the continuance of this Agreement or upon or after its
termination  by act of either Party hereto or otherwise,  shall be referred to a
court located in the country of the normal place of residence of the Consultant.


In witness  hereof,  the Parties hereto agree to be bound by the above terms and
conditions


Executed this 1st Day of June, 2002.




  /s/  Kevin W Murray                                   /s/ Dr GRB Skinner
----------------------                                --------------------------
The Company                                           The Consultant
HIV-VAC, Inc                                          Intracell Vaccines Limited
President                                             Director