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EXHIBIT-4.1
CONSULTING AGREEMENT -JEFFREY E. JACOBSON, Esq.
HIV- VAC, INC.
June 28, 2000
HIV- VAC, INC.
12 Harben Court
Collingwood, Ontario
Canada L9Y 4L8
Jeffrey E. Jacobson, Esq.
156 Fifth Avenue, Suite 434
New York, NY 10010
Re: Engagement
Dear Mr. Jacobson:
We are pleased to confirm the arrangements under which Jeffrey E. Jacobson,
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 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.
(i) If the Consultant:
Jeffrey E. Jacobson, 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
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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/
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Gordon Sknner/President
Accepted and Agreed to
By: /s/
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Jeffrey E. Jacobson, Esq.,
