This Agreement is made and entered into as of the 31st day of January, 2002, between Immune Network Ltd. (the "Company") and Rachel Glicksman ("Consultant").

In consideration of and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Purpose. The Company hereby appoints the Consultant during the Term (as defined below) to render consulting advice to the Company in connection with acquisitions, product positioning and strategic growth objectives (the "Services").

2. Term. This Agreement shall be effective for a six-month period (the "Term") commencing on the date hereof, subject to early termination pursuant to section 10.

3. Authority of the Contractor. The Contractor shall have no right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever except to the extent specifically provided herein or specifically authorized in writing by the Company.

4. Independent Contractor. In performing the Services, the Contractor shall be an independent contractor and not an employee or agent of the Company, except that the Contractor shall be the agent of the Company solely in circumstances where the Contractor must be the agent to carry out her obligations as set forth in this Agreement. Nothing in this Agreement shall be deemed to require the Contractor to provide the Services exclusively to the Company and the Contractor hereby acknowledges that the Company is not required and shall not be required to make any remittances and payments required of employers by statute on the Contractor's behalf and the Contractor or any of her agents shall not be entitled to the fringe benefits provided by the Company to its employees.

5. Devotion to Contract. During the term of this Agreement, the Contractor shall devote sufficient time, attention, and ability to the business of the Company as is reasonably necessary for the proper performance of the Services pursuant to this Agreement. Nothing contained herein shall be deemed to require the Contractor to devote his exclusive time, attention and ability to the business of the Company. During the term of this Agreement, the Contractor shall, and shall cause each of her agents assigned to performance of the Services on behalf of the Contractor, to:

6. Other Activities. The Contractor shall not be precluded from acting in a function similar to that contemplated under this Agreement for any other person, firm or company.

7. Expenses. The Company, upon receipt of appropriate supporting documentation, shall reimburse the Consultant for any and all reasonable out-of-pocket expenses incurred by it in connection with services requested by the Company, including, but not limited to, all charges for travel, printing costs and other expenses spent on the Company's behalf. However, the Consultant shall not incur expenses that exceed US$500 per month in the aggregate without the prior written approval of the Company. Such expenses shall be paid in cash.

8. Compensation. Subject to applicable securities laws, and subject also to completion and delivery by the Consultant of the questionnaire (the "Questionnaire") attached hereto as Exhibit A and the acknowledgement attached hereto as Exhibit B, the Company hereby agrees to issue to the Consultant an aggregate of one million (3,000,000) fully-paid and non-assessable common shares (the "Shares") in the capital of the Company, at a deemed price of US$0.05 per Share, as follows: