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Consultant Termination Agreement

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TERMINATION AGREEMENT


THIS TERMINATION AGREEMENT is dated as of May 30, 2002 by and between Advanced Viral Research Corp., a Delaware corporation, with offices located at 200 Corporate Boulevard South, Suite 4, Yonkers, New York 10701 (the "Company") and Harbor View Group, Inc., a New York corporation, with offices located at One Old Country Road, Carle Place, New York 11514 (the "Consultant").


RECITALS


A. Consultant and the Company are party to a Consulting Agreement dated February 7, 2000 (the "Consulting Agreement") pursuant to which Consultant provided advice to the Company relating to corporate structuring, financial transactions, financial public relations, corporate governance and shareholder relations.


B. Consultant continued to provide such consulting services to the Company after the termination date set forth in the Consulting Agreement, and the Company desires to compensate Consultant for such additional consulting services.


NOW, THEREFORE, in consideration of the promises and commitments set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:


1. TERMINATION OF AGREEMENT.


The parties hereto agree and acknowledge that the Consulting Agreement is terminated effective as of December 31, 2001 (the "Termination Date").


2. COMPENSATION.


As full compensation for the services provided by Consultant after the Termination Date, the Company hereby grants Consultant warrants to purchase 1,000,000 shares of the Company's Common Stock, par value $.00001 per share, at an exercise price of $0.18 per share. The warrants shall be exercisable in whole or in part at any time and from time to time prior to 5:00 p.m. Eastern Standard Time on May 30, 2008, and shall otherwise contain substantially the same terms and conditions as are set forth in the exhibit attached hereto as EXHIBIT A.


The warrants granted hereunder shall otherwise be non-transferable provided, however, that Consultant shall have the right to transfer all or any part of the warrants to any principal of or persons experienced in the financial community who enjoy favorable reputations in the financial and business community and who are otherwise acceptable to the Company who have assisted Consultant in connection with Consultant's services to the Company (collectively, the "Experienced Persons") , to the spouse or child of any principal of Consultant or Experienced Persons or to any trust for the benefit of any of the aforesaid persons if the provisions of such trust are permissive thereof. Any such transfer shall be subject to the provisions of this Agreement and have the terms of the warrants.


Consultant represents that it is an Accredited Investor as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933.


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3. PROPERTY RIGHTS OF PARTIES.


(a) Consultant shall not disclose any trade secrets of the Company, directly or indirectly, nor use them in any way at any time. All files, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company, whether or not prepared by Consultant, shall remain the exclusive property of the Company.


(b) Consultant shall immediately deliver to the Company all property in Consultant's possession or under Consultant's control belonging to the Company, including, but not limited to, all accounting records, computer terminals and tapes, disks, or other data storage mechanisms, accounting machines, and all office furniture and fixtures, supplies and other personal property in the possession or under the control of Consultant, in good condition, ordinary wear and tear excepted, and including, without limitation, all correspondence files, research data, and patent information or data, of every sort.


(c) Consultant does not claim any rights or interests in and to trade secrets, formulas, devices, inventions, processes, patents, applications, continuations, copyrights, trademarks, compilations of information, records, specifications, rights, interests and data of any other sort, affecting or pertaining directly or indirectly to the business of the Company as now conducted, or to the patents, trade secrets, and other rights now owned by the Company.


(d) Consultant, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged as adequate and received from or on behalf of the Company, hereby irrevocably releases and forever discharges, and Consultant shall cause its subsidiaries, officers, directors, principals, employees, affiliates and agents (collectively, "Consultant's Affiliates") to release and forever discharge, the Company, its subsidiaries, officers, directors, employees and agents, of and from all causes of action, suits, claims, debts, accounts, reckonings, claims for attorneys fees, interests, contracts, promises, damages and demands of any nature whatsoever, in law or in equity, which Consultant and Consultant's Affiliates ever had, now has, or which any successor or assign or transferee of Consultant or Consultant's Affiliates hereafter can, shall or may have, against the Company or its subsidiaries, officers, directors, affiliates, employees or agents, for, upon or by reason of any matter, cause or thing whatsoever.


4. LIABILITIES.


The parties acknowledge and agree that monetary damages may be inadequate to protect the Company against breach or threatened breach of this Agreement by Consultant and that the Company shall be entitled to specific performance and injunctions or other equitable relief in the event of any such breach or threatened breach, in addition to all other remedies at law or in equity.


5. MISCELLANEOUS.


(a) ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the parties hereto with respect to the subject matter hereof and no amendment or modification hereof shall be valid or binding unless made in writing and signed by the party against whom enforcement thereof is sought.


(b) NOTICES. Any notice required, permitted or desired to be given pursuant to any of the provisions of this Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered in person or sent by telephone facsimile or sent by certified mail, return receipt requested, or sent by responsible overnight delivery service, postage and fees prepaid, to the parties hereto at their respective addresses set forth in the preamble to this


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Agreement. Either of the parties hereto may at any time and from time to time change the address to which notice shall be sent hereunder by notice to the other party given under this subsection. The date of the giving of any notice sent by mail shall be three business days following the date of the posting of the mail, the date delivered in person, the next business day following delivery to an overnight delivery service or the date sent by telephone facsimile, as applicable. All notices to the Company, to be valid, shall simultaneously be delivered to Berman Rennert Vogel & Mandler, P.A., 100 SE 2nd Street, Suite 3500, Miami, Florida 33131.


(c) NO ASSIGNMENT. This Agreement may not be assigned by Consultant. This Agreement shall be binding upon Consultant and the Company and their respective successors and assigns.


(d) NO WAIVER. No course of dealing nor any delay on the part of the Company in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach of this Agreement shall be deemed a continuing waiver or a waiver of any other breach or default.


(e) GOVERNING LAW. This Agreement shall be governed, interpreted and construed in accordance w
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