Exhibit 4.1
COLSULTATION
AGREEMENT
This Consulting
Agreement (the “Agreement”) effective as of February
23, 2009 is entered into by and between Genetic Immunity LLC,
(herein referred to as the “Company”) a Delaware
Limited Liability Company having its principal offices at 8300
Greensboro Drive, Suite 800, McLean, Virginia 22102 and Power of
the Dream ventures (herein referred to as the
“Consultant”) having its principal place of business at
1095 Budapest, Soroksari ut 94-96, Hungary.
WHEREAS Company
is a US/Hungarian development stage biopharmaceutical company
establishing leadership in Nanomedicines for immune amplification,
highly specific medical interventions at the molecular scale for
treating disease or repairing damaged tissues.
WHEREAS
Consultant is a publicly-held corporation with its common stock
trading on the OTCBB market in the United States under the symbol
PWRV whose business is the development, acquisition, licensing, or
co-development of technologies originating in Hungary for
international commercialization.
WHEREAS,
Company desires to engage the services of Consultant to represent
the Company in investor’ and public communications via
Consultants public status, to inform and educate the general public
about Company’s products, present and future, via same
method, and to take advantage of Consultant’s substantial
experience in becoming a public company in the United States and to
advise the Company on achieving public status on the United States
OTCBB exchange.
NOW THEREFORE,
in consideration of the promises and the mutual covenants and
agreements hereinafter set forth, the parties hereto covenants and
agree as follows:
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Terms of
Consultancy. Company hereby agrees to retain the Consultant to act
in a consulting capacity to the Company and the Consultant hereby
agrees to provide services to the Company commencing upon February
23, 2009 and ending on February 23, 2010.
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Duties of
Consultant. Consultant agrees that it will generally provide the
following specified consulting services through its officers and
employees during the term specified in Section 1:
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Consult and
assist the Company in developing and implementing appropriate plans
and means for presenting the Company and its business, strategy,
product(s) and personnel to the financial community, industrial
partners and the public at large, and to help establishing an image
for the Company in the same, and creating the foundation for
subsequent financial and public relations efforts;
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With the
cooperation of the Company, maintain an awareness during the term
of this Agreement of the Company's business, plans, strategy,
product(s) and personnel, as they may evolve during such period,
and consult and assist the Company in communicating appropriate
information regarding such plans, strategy, product(s) and
personnel to the financial, industrial and end-user communities,
through the Consultant’s public status via regularly issued
press releases;
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Introduce the
Company to entities that can be beneficial to the Company’s
operations from a financial, regulatory, audit and product
commercialization standpoint;
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Upon the
Company's direction and approval, disseminate information regarding
the Company to the investment community, other professionals and
the general investing public via Consultant’s public status
via press releases;
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Consult and
educate the Company, based on Consultant’s firsthand
experience, on how to become a publicly-held corporation in the
United States; assist Company in achieving this public status by
advising company in a step by step fashion through the entire
process, and introduce Company to professional legal, accounting
and other service providers who&
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