Exhibit 4.1

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

Andrew Reckless
Paul T. Mannion, Jr.
Hyperion Partners Corp.
1215 High Tower Trail
Atlanta, Georgia 30350


Re: Consulting Engagement


Dear Messrs  Reckless  and Mannion:

We are pleased to confirm the arrangements under which Hyperion
Partners Corp. (The "Consultant") is engaged by Med Gen Inc. (The
"Company") to identify acquisition targets that own manufacturing
facilities for chemical blending and packaging and to advise the
Company in structuring such mergers and 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 such acquisition targets for the
Company and to continue to 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 issue to the Consultant as a fee (the "Engagement Fee")
options to acquire 250,000 shares of the Company's common stock for a
term of 18 months, at an exercise price of $.38 per share for 125,000
shares and $.54 per share for 125,000 shares (the "Shares') upon
exercise of the options, the Shares shall be issued as follows: 38% to
Andrew Reckless, 38% to Paul T. Mannion, Jr., and 24% to Vincent S.
Sbarra.

4.  Registration Rights.  The Company hereby covenants and agrees to
file a  Form S-8 with the Securities and Exchange Commission with
respect to the Shares, including an 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
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.


<PAGE>    Exhibit 4.1 - Pg. 1


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:

                        Andrew Reckless
                        Paul T. Mannion, Jr.
                        Vincent Sbarra
                        [Illegible] Equity Fund, L.P.
                        1215 High Tower Trail
                        Atlanta, Georgia 30350


                   (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.                   Hyperion Partners Corp.:


By:_/s/Paul S. Mitchell___     By:_/s/Paul T. Mannion_____
   Paul S. Mitchell, Pres.        Paul T. Mannion, Jr.
                                  Authorized Signatory


Paul T. Mannion, Jr.    47,500 of each tranche (38%)

Andrew S. Reckless      47,500 of each tranche (38%)

Vincent Sbarra          30,000 of each tranche (24%)


<PAGE>    Exhibit 4.1 - Pg. 2