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      EXHIBIT-4.1

             CONSULTING AGREEMENT -JEFFREY E. JACOBSON, Esq.



                         HIV- VAC, INC.



                                                              June 28, 2000



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

Jeffrey E. Jacobson, Esq.
156 Fifth Avenue, Suite 434
New York, NY 10010

Re: Engagement

Dear Mr. Jacobson:

     We are pleased to confirm the arrangements under which Jeffrey E. Jacobson,
Esq., (The "Consultant") is engaged by HIV-VAC, Inc. (the "Company") to consult
and offer legal advice to the Company in intellectual property as well as to
identify acquisition targets for the Company and to advise the Company in
structuring mergers or other acquisitions to which the Company is a party ("the
Transaction").

     The Consultant and the Company agree as follows with respect to the
     Transaction:

1.   Servicing. During the Term (as hereinafter defined), the Consultant shall
     render such services to the Company so as assist the Company in
     intellectual property matters, advise the Company in Copyrights and
     Trademarks, and to assist the Company in identifying acquisition targets
     for the Company and advise the Company in structuring mergers or other
     acquisitions. Nothing contained herein constitutes a commitment on the part
     of the Consultant to find an acquisition target for the company or, if such
     a target is found, that any Transaction will be completed. The Consultant
     shall not have the power of authority to bind the Company to any
     transaction without the Company's prior written consent.

2.   Term of Engagement. Either party hereto may terminate this Agreement at any
     time after the date hereof, with or without cause, upon fifteen (15) days
     written notice to the other party (the "Term").

3.   Engagement Fee. Upon the execution of this Agreement, the Company shall pay
     to the Consultant a fee (an "Engagement Fee") of 3,000,000 shares of the
     Company's common stock (the "Shares"), which amount shall not be
     refundable.

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4.   Registration Rights. The Company hereby covenants and agrees to immediately
     file, from the date hereof, a registration of Form S-8 with the Securities
     and Exchange Commission with respect to the Shares, including a reoffer
     prospectus, to the extent required.

5.   Further Assurances. In connection with the issuance of the Shares of Common
     Stock of the Company to the Consultant pursuant to this Agreement as a
     Transaction Fee, the Consultant covenants and agrees that he shall execute
     and deliver, or cause to be executed and delivered, any and all such
     further agreements, instruments, certificates and other documents,
     including the Subscription Agreement, a copy of which may be annexed hereto
     as Annex A, and shall take or cause to be taken any and all such further
     action, as the Company may reasonably deem necessary or desirable in order
     to carry out the intent and purpose of this Agreement.

6.   Indemnification. Each party agrees to indemnify and hold the other harmless
     from any loss, damage, liability or expense, including reasonable
     attorney's fee's and other legal expenses, to which the other party may
     become subject arising out of or relating to any act or omission by the
     indemnifying party (or any person connected or associated with the
     indemnifying  party), which is or is alleged to be a violation of any
     applicable statutes,  laws or regulations or arising from the negligence of
     willful misconduct of the indemnifying party.

7.   Cooperation Confidentiality. During the term of this Agreement, the Company
     shall furnish the Consultant with all information, data, or documents
     concerning the Company that the Consultant shall reasonably deem
     appropriate in connection with his activities hereunder, other than
     material non-public information.

8.   Notice. All notice,  requests demands and other  communications  under this
     Agreement shall be in writing,  and shall be deemed to have been duly given
     (a) on the date of  service,  if  served  personally  on the  party to whom
     notice is to be given,  (b) on the day after the date sent by a  recognized
     overnight courier service with all charges prepaid or billed to the account
     for the sender, (c) five (5) days after being deposited in the mail if sent
     by first-class air mail,  registered or certified,  postage prepaid, or (d)
     on the day after the date set forth on the  transmission  receipt when sent
     by  facsimile  transmission  to the party being  notified at its address or
     facsimile number set forth below or such other address or facsimile numbers
     as any party hereto shall  subsequently  notify all other parties hereto in
     writing.


                         (i)      If the Consultant:

                                  Jeffrey E. Jacobson, Esq.
                                  156 Fifth Avenue, Suite 434
                                  New York, NY 10010

                         (ii)     If to the Company:

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

  9. Non-assignability  Binding Effect.  Neither this Agreement,  nor any of the
     rights or  obligations  of the parties  shall be assignable by either party



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     hereto without the prior written consent of the other party. Otherwise,
     this Agreement shall be binding upon and shall inure to the benefit of the
     parties hereto and their respective heirs. Executors, administrators,
     personal representatives, successors, and permitted assignees.

10.  Choice of Law. This Agreement  shall be governed and enforced in accordance
     with the laws of the State of New York,  without  regard to its conflict of
     law principles.


                                             HIV- VAC, INC.

                                             By: /s/
                                                 -------------------------
                                                 Gordon Sknner/President

Accepted and Agreed to

By: /s/
    -----------------------------------
         Jeffrey E. Jacobson, Esq.,