Exhibit 4.1

                      CONSULTING AGREEMENT


                   ALAN BERKUN & MED GEN INC.


January 10, 2001


MED GEN INC.
7284 W. Palmetto Park Road
Suite #106
Boca Raton, FL 33433

Alan Berkun, Esq.
83 Arnold Court
East Rockaway,  NY  11518

Re: Engagement

Dear Mr. Berkun:

     We are pleased to confirm the arrangements under which Alan Berkun
(The "Consultant") is engaged by Med  Gen Inc.  (The "Company") to
identify acquisition targets for the Company and to advise the Company
in structuring mergers or other acquisition 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 continue to assist the
   Company in identifying acquisition targets for the Company and to
   continue to advise the Company in structuring mergers or other
   acquisitions.  The consultant shall advise the Board of Directors in
   structuring an executive compensation plan for their Chief Executive
   Officer and Chairman of the Board.  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 if 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 issue to the Consultant as a fee (an "Engagement Fee") options
   to acquire 1,520,000 shares of the Company's common stock at an
   exercise price of $.50 per share for 460,000 shares, $1.00 per share
   for 510,000 shares and $1.50 per share for 550,000 shares (the
   "Shares"), which amount shall not be refundable.

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 re offer prospectus, to the extent required.

5. Further Assurances.  In connection with the issuance of the options
   to purchase 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 a
   Subscription Agreement and shall take or cause to be taken any and all



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   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 form any loss, damage, liability or expense, including
   reasonable attorney's fees 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 notices, 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.

                  (a)    If to the Consultant:
                         Alan Berkun, Esq.
                         83 Arnold Court
                         East Rockaway,  NY  11518

                  (b)    If to the Company:
                         Med Gen Inc.
                         7284 W. Palmetto Park Road
                         Suite #106
                         Boca Raton, FL   33433

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.  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 Florida, without regard to
   its conflict of law principles.

        MED GEN INC.


        By:_______________________          ________________________
           Paul S. Mitchell, Pres.          Alan Berkun, Esq.



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