Business Development Agreement

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.


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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 perf ...