Business Development Agreement



     THIS BUSINESS DEVELOPMENT AGREEMENT ("Agreement"),  dated August 19th 2003,
is between  Dennis C. Hass and  Torsten  Prochnow  (collectively  referred to as
"Consultant ") and HIV-Vac, Inc. ( "Company ").

     A.   Consultant is an international business development advisor; and

     B.   Company is a publicly traded U.S. corporation; and

     C.   Consultant  and  Company  desire to enter  into an  agreement  whereby
Consultant will assist Company in establishing business  relationships in Europe
and the Middle East and each party will provide the other  services as described
in this Agreement.

     THEREFORE,  in  consideration of the premises,  the promises  hereafter set
forth,  and other good and valuable  consideration,  the parties hereby agree as
follows:

     1.   Description of Consultant's Services.  Consultant,  in the capacity of
an independent  contractor and not as an employee of Company,  agrees to provide
the following services to Company:

          a.   Identify and approach potential  joint-venture partners and other
               valueable  interested contacts for Company's technology in Europe
               and the Middle East.

          b.   Elaboration of joint venture  strategies,  focusing on Europe and
               the Middle East;  confidential  approach of suitable  acquisition
               candidates.

          c.   Analysis and evaluation of the target  companies;  supporting the
               implementation   of   Due   Diligence   studies;   assisting   in
               negotiations and contractual matters.

          d.   Be  available  to and  agree to  perform  or  arrange  newspaper,
               television and radio  interviews  plus live  seminars,  as agreed
               with  Company,  in order to advertise  and promote the  Companies
               technology.

          e.   Be  available  to conduct and arrange for Company  live  phone-in
               interviews,  upon  reasonable  notice,  when not conducting  live
               seminars,  in  order  to  advertise  and  promote  the  Companies
               technology.

          f.   Attend conventions, trade shows and promotions which are mutually
               agreed upon in advance by the parties,  in order to advertise and
               promote the Company's technology.


     2.   Description of Company Services.  Company agrees to diligently use the
skills  and  efforts  of its  organization  to  perform  its  duties  under this
Agreement in a good,  workmanlike and productive manner and to apply prudent and
reasonable business practices. Company, with the aid of Consultant, will prepare
electronic and printed marketing  materials and will arrange to attend important
meetings the Consultant will organize.

     3.   Term. The term of this  Agreement  ("Term") shall commence on the date
hereof and continue for a period of twelve (12) months.

     4.   Independent   Contractor   Agreement.   Consultant  agrees  to  be  an
independent contractor and not an employee under this Agreement.


Confidential                         Page 1                           11/11/2003
<PAGE>

     5.   Company  Evaluation  and Control.  Company and  Consultant  agree that
Company  has the right to  evaluate  in advance  the  effectiveness  of possible
joint-ventures and any other potential  transactions and determine whether there
is any potential risk of penalties imposed by the Federal Trade Commission (FTC)
or any other  authority  or  government  department,  and,  if there is,  decide
whether to continue or modify the potential  joint-venture  plan or  transaction
strategy.

     6.   Trademarks and Patents.  Consultant  acknowledges  that Company has or
might have trademark and patent registrations pending.  Consultant agrees not to
misappropriate  these trademarks or patents,  and not to use these trademarks or
patents without prior approval of Company.

     7.   Compensation to Consultant.  For performance of the services described
in this Agreement, Company agrees to compensate Consultant as follows:

Company  will  pay  Consultant  a  non-refundable  fee of  $30,000.  in  cash or
alternatively,  at the  Company's  discretion,  in lieu of  cash,  will  pay the
Consultants  300,000  shares  of  Company's  common  stock  as a  non-refundable
engagement  fee,  payable  by  delivery  of  certificate  of  300,000  shares of
Company's  common stock (150,000 shares payable to Torsten  Prochnow and 150,000
shares  payable to Dennis C. Hass),  such stock to be duly  authorized,  validly
issued and outstanding, fully paid and non-assessable and will not be subject to
any  liens  or  encumbrances.  The  stock  will be  registered  under a Form S-8
Registration.  Payment will be due within 7 days of the date hereof.  Consultant
will provide the Company and its counsel with a representation letter certifying
that its services  provided  under this Agreement are such that the shares to be
issued under this Section 7 will be eligible  for  registration  on Form S-8 and
such other  assurances as the Company's  counsel may reasonably  request for the
preparation and filing of the Form S-8.

     8.   Non-Circumvention  and Remedy.  Company and Consultant expressly agree
that this Agreement  constitutes a binding  contract.  Company,  intending to be
legally bound,  hereby irrevocably agrees not to circumvent,  avoid,  bypass, or
obviate  Consultant,   directly  or  indirectly,  to  avoid  payments  or  fees,
commissions, or any other form of compensations to Consultant in any transaction
with any corporation,  partnership,  or individual,  revealed by either party to
the other, in connection with any projects, or currency exchanges,  or any loans
or collaterals,  or any findings or any other transactions  involving  products,
commodities,  services, additions, renewals, extensions,  rollovers, amendments,
new contracts, re-negotiations,  parallel contracts or agreements or third party
assignments hereof.  Therefore Company shall not contact individuals or entities
introduced by Consultant during the term of this Agreement without prior written
consent from  Consultant.  If any transaction of any kind is consummated  within
twenty-four  (24) months of the termination of this Agreement with an individual
or entity  introduced  directly or indirectly  by  Consultant to Company  and/or
Company  enters  into an  agreement  to acquire or be  acquired  by an entity or
individual introduced directly or indirectly by Consultant to Company during the
term of this  Agreement,  then  that  transaction  shall be  deemed to have been
arranged  by  Consultant  under this  Agreement  and  Company  shall  remunerate
Consultant as specified above. If Company breaches any term of this Agreement or
violates any of his obligations  under this Agreement,  e.g. any compensation or
fee payments or the  Non-Circumvention  clause or the Confidentiality  clause or
any other term,  Consultant  may seek all  remedies  and  appropriate  equitable
relief  allowed by law,  and  Consultant  shall be entitled to a legal  monetary
penalty and equitable  remedies equal to the maximum fees allowed by a competent
court,  at law or in  equity,  including  all  legal  and  other  expenses,  and
Consultant  may also, at its option,  terminate or suspend all  performances  or
services  remaining to be rendered by Consultant  under this  Agreement  without
being  obligated  to pay back or  reimburse  any  compensation  or fee  payments
previously received by Consultant under this Agreement.


Confidential                         Page 2                           11/11/2003
<PAGE>

     10.  Exclusivity and Confidentiality.  The services of Consultant hereunder
shall not be exclusive,  and  Consultant  and its agents may perform  similar or
different  services  for  other  persons  or  entities  whether  or not they are
competitors of Company. Consultant shall be required to expend only such time as
is necessary to service Company in a commercially reasonable manner. Company and
Consultant  acknowledge  and agree that  confidential  and valuable  information
proprietary  to either one party and obtained  during its business  relationship
with either one party,  shall not be, directly or indirectly,  disclosed without
the prior  express  written  consent of the other  party,  unless and until such
information  is  otherwise  known to the public  generally  or is not  otherwise
secret and confidential.  All such confidential  information  provided to either
one party by the other shall be clearly and  conspicuously  marked with the word
"Confidential."  Consultant  may  disclose  Company's  confidential  information
pursuant  to  applicable  laws or  regulations,  provided  that  Consultant  may
disclose  only  information  required for services and  performances  hereunder.
Furthermore Company acknowledges and agrees that the existence of this Agreement
or  the  Agreement  itself,  including  single  paragraphs,  terms,  provisions,
conditions and/or any other section of the Agreement,  shall not be, directly or
indirectly, in total or in parts, disclosed to any third party without the prior
express written consent of Consultant.

     11.  Indemnification and  Representation.  Company agrees to save harmless,
indemnify and defend  Consultant,  its agents and employees from and against any
cost,  loss,  damage,  liability,  judgment  and expense  whatsoever,  including
attorney's fees,  suffered or incurred by it by reason of, or on account of, any
misrepresentation  made to it or its status or activities  as  Consultant  under
this Agreement.  Company hereby represents and warrants to Consultant that it is
duly  organized and in good  standing  under State Law and under Federal Law, is
current in its filings and disclosures  with the appropriate  regulatory  bodies
and has all requisite  power and authority to carry on business as now conducted
and as contemplated herein.

     12.  Miscellaneous.  No waiver of any of the  provisions of this  Agreement
shall be deemed or shall  constitute  a waiver  of any  other  provision  and no
waiver shall constitute a continuing  waiver.  No waiver shall be binding unless
executed in writing by the party making the waiver. No supplement, modification,
or amendment of this Agreement  shall be binding  unless  executed in writing by
all parties. This Agreement constitutes the entire agreement between the parties
and  supersedes  any prior  agreements or  negotiations.  This Agreement may, if
required, be signed in counterparts,  or by facsimile. Neither party assumes any
responsibilities or obligation  whatsoever,  other than the responsibilities and
obligations  expressly  set  forth  in  this  Agreement  or a  separate  written
agreement  between Company and  Consultant.  Neither party shall be liable under
the  provisions of this  Agreement  for damages on account of accidents,  fires,
acts of God,  government  actions,  state of war, or any other causes beyond the
control of the party whether or not similar to those enumerated. In the event of
a  conflict  between  this  Agreement  and any  future  agreements  executed  in
connection  herewith,  the provisions of this Agreement shall generally prevail.
It is  acknowledged  and  agreed by  Company  and  Consultant  that  should  any
provision  of this  Agreement  be  declared  or be  determined  to be illegal or
invalid  by final  determination  of any court of  competent  jurisdiction,  the
validity of the remaining parts, terms or provisions of this Agreement shall not
be affected thereby, and the illegal or invalid part, term or provision shall be
deemed  not to be a part of this  Agreement.  This  Agreement  is subject to all
federal,  state,  and local  government  regulations,  and shall be construed in
accordance with the laws of the United States.


Confidential                         Page 3                           11/11/2003
<PAGE>

   IN WITNESS  WHEREOF,  the parties  hereto have entered into this Agreement on
the date first written above.



Dennis C. Hass

 /s/ Dennis C. Hass
---------------------------------



Torsten Prochnow

 /s/ Torsten Prochnow
---------------------------------



HIV- Vac, Inc.

By:     /s/ Kevin Murray
       ---------------------------------

Its:   President
       ---------------------------------









Confidential                         Page 4                           11/11/2003