ex4-1_consult.htm


    Consulting
      Agreement

    


    


    THIS
      AGREEMENT made as of the 11th
      day of May,
      2007.

    


    B
      E T W E E N:

    


    Britannia
      Law Office, or nominee,

     (the
      “Consultant”)

    


    -
      and
      -

    


    Avitar,
      Inc.

    a
      body
      corporate with offices located in

    the
      State
      of Massachusets

    (the
      “Company”)

    


    IN
      CONSIDERATION OF the mutual covenants, terms and agreements herein
      contained, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto hereby agree
      as
      follows:

    


    
      	
              1.  

            	
              Services.
                The Consultant shall, during the Term (as defined below) provide
                the
                following services (the “Services”) to the Company, at such times as the
                Company may reasonably request:

            


    

    


    1.           Assist
      with business development;

    2.           Assist
      with SEC compliance matters;

    3.           Liaise
      with corporate finance groups;

    4.           Liaise
      with legal and accounting professionals acting forthe company; and

    
      	
               

            	
              5.

            	
              Advise
                on potential mergers and acquisitions as
                the       opportunities may
                arise;

            


    

    


    
      	
               

            	
              It
                is expressly understood, agreed and warranted that with respect to
                the
                matters described in clauses (A) and (B) below the Consultant and/or
                each
                of its nominees has no obligation to provide services to or for the
                Company, and during the term of this Agreement will not provide services
                to or for the Company, (A) in connection with the offer or sale of
                securities in any capital raising transaction and (B) directly or
                indirectly to promote or maintain a market for the Company’s
                securities.

            


    

    


    
      	
              2.  

            	
              Compensation.

            


    

    


    
      	
              (a)  

            	
              the
                Company shall pay to the Consultant the sum of Ten Thousand
                ($10,000.00) Dollars per month for each month of the term (as hereinafter
                defined) of this agreement. This payment will not be due until such
                time
                as the Company receives additional funding.  In the event no
                such funding continues on at least a monthly or quarterly basis,
                this
                provision [Section 2(a)] is
                void.

            


    

    
      	
              (b)  

            	
              the
                Company shall issue shares of common stock of  the Company in
                the aggregate amount equivalent to Fifty Thousand ($50,000.00) Dollars
                on
                the day prior to registration, specifically consisting
                of   shares equivalent to Twenty Five Thousand ($25,000.00)
                Dollars to nominee Cory Gelman and  shares equivalent to Twenty
                Five Thousand ($25,000.00) Dollars to nominee Michael Gelman, via
                S-8
                registration, as soon as practicable following the execution of this
                agreement, and shall deliver these shares to the two designated nominees
                Cory Gelman and Michael Gelman  within three business days after
                registration;

            


    

    


    
      	
              (c)  

            	
              The
                Company shall reimburse the Consultant for all reasonable expenses
                incurred in connection with this
                Agreement.

            


    

    


    The
      Company shall pay to the Consultant the amount owing for each month, in advance,
      on the 15th day
      of each month of the term of this agreement. The Company shall pay all amounts
      as called for herein to such place as directed by the Consultant.

    


    
      	
              3.  

            	
              Term.
                This Agreement shall commence as of the 11th  day
                of May, 2007 and shall remain in effect until the 10th  day
                of May, 2008 (the “Term”), provided that the parties may, in writing,
                agree to extend the Term. Notwithstanding the foregoing, this Agreement
                may be terminated at any time at the option of the Consultant or
                the
                Company, upon the failure of the other party  to comply with the
                covenants, terms and agreements of this Agreement and upon notice
                of such
                failure to such other party.

            


    

    


    Upon
      any
      termination of this Agreement, the Consultant shall deliver to the Company
      all
      written or descriptive matter which has been developed, maintained or copied
      by
      the Consultant in furtherance of this Agreement, or which may contain
      Confidential Information (as defined below), including, but not limited to
      drawings, files, lists, plans, blueprints, papers, documents, tapes or any
      other
      such media. The Consultant shall secure all such written or descriptive matter
      in locked files at all times to prevent their loss or unauthorized disclosure,
      and to segregate Confidential Information at all times from the material of
      others. In the event of loss or destruction of any such written or descriptive
      matter, the Consultant shall promptly notify the Company of the particulars
      of
      the same in writing.

    


    
      	
              4.  

            	
              Confidential
                Information.

            


    

    


    
      	
              (a)  

            	
                   For
                the purposes of this Agreement, the term “Confidential Information” means
                all information disclosed to, or acquired by, the Consultant, its
                employees or agents in connection with, and during the term of this
                Agreement which relates to the Company’s past, present and future
                research, developments, systems, operations and business activities,
                including, without limiting the generality of the
                foregoing:

            


    

    


    
      	
              (i)  

            	
              all
                items and documents prepared for, or submitted to, the Company in
                connection with this Agreement, and

            


    

    


    
      	
              (ii)  

            	
              all
                information specifically designated by the Company as
                confidential;

            


    

    


    but
      shall
      not include any information which was known to the Consultant, its employees
      or
      agents prior to the date hereof, or which was publicly disclosed otherwise
      than
      by breach of this Agreement.

    


    
      	
              (b)  

            	
                    The
                Consultant acknowledges that pursuant to the performance of its
                obligations under this Agreement, it may acquire Confidential Information.
                The Consultant covenants and agrees, during the Term and following
                any
                termination of this Agreement, to hold and maintain all Confidential
                Information in trust and confidence for the Company and not to use
                Confidential Information other than for the benefit of the Company.
                Except
                as authorized in writing by the Company, the Consultant covenants
                and
                agrees not to disclose any Confidential Information, by publication
                or
                otherwise, to any person other than those persons whose services
                are
                contemplated for the purposes of carrying out this Agreement, provided
                that such persons agree in writing to be bound by, and comply with
                the
                provisions of this paragraph. The Consultant shall obtain similar
                covenants and agreements to those contained in this paragraph for
                the
                benefit of the Company from each of its employees or agents who are,
                or
                may be, exposed to Confidential
                Information.

            


    

    


    
      	
              5.  

            	
              Warranties.
                The Consultant represents and warrants as
                follows:

            


    

    


    
      	
              (a)  

            	
              That
                it is under no obligation or
                restriction, nor will it assume any such obligation or restriction,
                which
                would in any way interfere or be inconsistent with, or present a
                conflict
                of interest concerning the services to be furnished by it under this
                Agreement.

            


    

    


    
      	
              (b)  

            	
              That
                all items delivered to the
                Company pursuant to this Agreement are original and that no portion
                of
                such items, or their use or distribution, violates or is protected
                by any
                copyright or similar right of any third
                party.

            


    

    


    
      	
              (c)  

            	
              That
                any information disclosed by
                the Consultant to the Company is not confidential and/or proprietary
                to
                the Consultant and/or any third
                party.

            


    

    


    The
      Company represents and warrants and acknowledges as follows:

    


    (a)           that
      the Consultant provides similar services to various other companies, and
      that

               the
      time spent delivering services will vary depending on the tasks at

    hand.

    
      	
              (b)  

            	
              that
                there is no minimum monthly time allotted to the Company's requirements
                by
                the Consultant;

            


    

    
      	
              (c)  

            	
              that
                the services to be provided to the Company will be provided as necessary,
                in the Consultants sole discretion.

            


    

    


    


    


    
      	
              6.  

            	
              Trade
                Marks and Trade Names. Notwithstanding any other provision of
                this Agreement, the Consultant shall have no right to use the Trade
                Marks
                or Trade Names of the Company or to refer to this Agreement or the
                Services, directly or indirectly, in connection with any product,
                service,
                promotion or publication without the prior written approval of the
                Company.

            


    

    


    
      	
              7.  

            	
              Notices.
                All notices, requests, demands or other communications required by
                this
                Agreement or desired to be given or made by either of the parties
                to the
                other hereto shall be given or made by fax or email to the last known
                fax
                or email address, and such communication shall constitute valid delivery
                of any notice as required
                hereunder.

            


    

    


    
      	
              8.  

            	
              Consultant’s
                Agreement With its Employees. The Consultant will have an
                appropriate agreement with each of its employees or others whose
                services
                it may require, which Agreement shall be sufficient to enable it
                to comply
                with all the terms of this
                Agreement.

            


    

    


    


    
      	
              9.  

            	
              Compliance
                With Laws. The Consultant agrees that it will comply with all
                applicable laws, ordinances, regulations and codes in the performance
                of
                its obligations under this Agreement, including the procurement of
                permits
                and certificates where required. The Consultant further agrees to
                hold
                harmless and indemnify the Company against any loss or damage to
                include
                reasonable solicitor’s fees that may be sustained by reason of the failure
                of the Consultant or its employees, agents or subcontractors to comply
                with such laws, ordinances, regulations and
                codes.

            


    

    


    
      	
              10.  

            	
              Entire
                Agreement. This Agreement sets forth the entire Agreement
                between the parties hereto in connection with the subject matter
                hereof.
                No alteration, amendment or qualification of this Agreement shall
                be valid
                unless it is in writing and is executed by both of the parties
                hereto.

            


    

    


    
      	
              11.  

            	
              Severability.
                If any paragraph of this Agreement or any portion thereof is determined
                to
                be unenforceable or invalid by the decision of any court by competent
                jurisdiction, which determination is not appealed or appealable,
                for any
                reason whatsoever, such unenforceability or invalidity shall not
                invalidate the whole Agreement, but the Agreement shall be construed
                as if
                it did not contain the particular provision held to be invalid and
                the
                rights and obligations of the parties shall be construed and enforced
                accordingly.

            


    

    


    
      	
              12.  

            	
              Further
                Assurances. The parties hereto covenant and agree that each
                shall and will, upon reasonable request of the other, make, do, execute
                or
                cause to be made, done or executed, all such further and other lawful
                acts, deeds, things, devices and assurances whatsoever for the better
                or
                more perfect and absolute performance of the terms and conditions
                of the
                this Agreement.

            


    

    


    
      	
              13.  

            	
              Successors
                and Assigns. The Consultant may assign this Agreement or any
                interest herein or subcontract the performance of any Services, at
                its
                sole discretion to a Nominee, without the prior written consent of
                the
                Company. This Agreement shall enure to the benefit of and be binding
                on
                the heirs, executors, administrators, successors and permitted assigns
                of
                the parties hereto.

            


    

    


    
      	
              14.  

            	
              Governing
                Law. This Agreement shall be governed by and construed
                in
                accordance with the laws of the State of
                Delaware.

            


    

    


    
      	
              15.  

            	
              Relationship.
                The Consultant shall perform the Services as an independent contractor.
                Nothing contained in this Agreement shall be deemed to create any
                association, partnership, joint venture, or relationship of Company
                and
                agent or employer and employee between the parties hereto or to provide
                either party with the right, power or authority, whether express
                or
                implied, to create any such duty or obligation on behalf of the other
                party. The Consultant also agrees that it will not hold itself out
                as an
                affiliate of or partner, joint venturer, co-Company or co-employer
                with
                the Company, by reason of the Agreement and that the Consultant will
                not
                knowingly permit any of its employees, agents or representatives
                to hold
                themselves out as, or claim to be, officers or employees of the Company
                by
                reason of the Agreement. In the event that the Company is adjudicated
                to
                be a partner, joint venturer, co-Company or co-employer of or with
                the
                Consultant, the Consultant shall indemnify and hold harmless the
                Company
                from and against any and all claims for loss, liability or damages
                arising
                therefrom.

            


    

    


    
      	
              16.  

            	
              Construction.
                In this Agreement, except as otherwise expressly provided , all words
                and
                personal pronouns relating thereto shall be read and construed as
                the
                number and gender of the party or parties referred to in each case
                require
                and the verb shall be read and construed as agreeing with the required
                word and pronoun.

            


    

    


    
      	
              17.  

            	
              Headings.
                The division of this Agreement into paragraphs and the use of headings
                is
                for convenience of reference only and shall not modify or affect
                the
                interpretation or construction of this Agreement or any of its
                provisions.

            


    

    


    


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


     

    


    IN
      WITNESS WHEREOF the parties hereto have executed this Agreement as of
      the date first above written.

    


    AVITAR,
      INC.

    


    


    


    


    Per:_____________________

    


    


    


    


    


    BRITANNIA
      LAW
      OFFICE

    


    


    


    


    Per:  ___________________