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             CONSULTING AGREEMENT -BRUCE E. COLFIN, ESQ.



                         HIV- VAC, INC.



                                                              July 19, 2000



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

Bruce E. Colfin, Esq.
156 Fifth Avenue, Suite 434
New York, NY 10010

Re: Engagement

Dear Mr.Colfin:

     We are pleased to confirm the arrangements under which Bruce E. Colfin,
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 to 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.

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                         (i)      If the Consultant:

                                  Bruce E. Colfin, 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 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/
        ------------------------------
            Bruce E. Colfin, Esq.