EXHIBIT 10.81

EMPLOYMENT CONTRACT

BETWEEN

ADVANCED VIRAL RESEARCH CORP.

AND

ELMA S. HAWKINS

TABLE OF CONTENTS

ARTICLE I - RECITALS............................................................ 1

ARTICLE II - TERM............................................................... 1

ARTICLE III - DUTIES............................................................ 1

ARTICLE IV - COMPENSATION AND OTHER BENEFITS.................................... 2

ARTICLE V - AUTOMOBILE; BUSINESS EXPENSES....................................... 4

ARTICLE VI - VACATION........................................................... 4

ARTICLE VII - TERMINATION OF EMPLOYMENT......................................... 5

ARTICLE VIII - RESIGNATION...................................................... 6

ARTICLE IX - NON-COMPETITION.................................................... 6

ARTICLE X - NOTICES............................................................. 8

ARTICLE XI - CONSTRUCTION OF CONTRACT........................................... 9

ARTICLE XII - MISCELLANEOUS..................................................... 9

EMPLOYMENT CONTRACT

THIS EMPLOYMENT CONTRACT ("Contract") is made and entered as of the
10th day of February 2004 between ADVANCED VIRAL RESEARCH CORP., a Delaware
corporation ("Employer"), and ELMA S. HAWKINS ("Employee").

R E C I T A L S

A. Employee and Employer desire to enter into this Contract to
memorialize the employment relationship between Employer and Employee.

B. Subject to the terms and conditions of this Contract, Employee
is to be the President and Chief Executive Officer of Employer.

NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto mutually agree
as follows:

ARTICLE I - RECITALS

The above stated Recitals are true and correct and are incorporated by
reference into this Contract.

ARTICLE II - TERM

The initial term of this Contract shall be two (2) years commencing as
of February 18, 2004 (the "Commencement Date") and ending two (2) years
thereafter unless terminated earlier as provided herein (the "Initial Term").
The Initial Term shall be extended for successive one (1) year periods unless
either party gives the other thirty (30) days prior written notice of its intent
not to renew prior to the expiration of the then current term.

ARTICLE III - DUTIES

A. In General. Upon the terms and subject to the conditions of
this Contract, Employer hereby employs Employee and Employee hereby accepts such
employment with Employer for the term of this Contract as the President and
Chief Executive Officer of Employer. Employee shall have the powers and duties
with respect to Employer's business interests (the "Businesses") as set forth in
the Bylaws of Employer for its Chief Executive Officer and President and such
other executive and managerial duties as normally associated with such
positions, subject to the direction of the Board of Directors in accordance with
the reasonable policies adopted from time to time by the Board of Directors and
communicated by written notice to Employee (the "Duties"). During the term of
this Contract and subject to Article III.D

below, Employee shall devote substantially all of her business time, attention,
skill and efforts to the faithful performance of the Duties.

B. Place of Performance. The Duties shall be performed in
Yonkers, New York, except for such travel in the ordinary course of Employer's
business as may from time to time be reasonably required. Employee's principal
place of business shall be at the executive offices of Employer in Yonkers, New
York.

C. Delegation. Notwithstanding anything to the contrary contained
in this Article III, Employee shall have the right and authority to delegate
responsibility to one or more personnel as she deems appropriate, and is hereby
authorized to hire on behalf of Employer additional agents, employees and other
representatives which in her reasonable opinion are necessary to handle the
affairs of Employer, and to terminate the employment of any and all agents,
employees and other representatives of Employer, other than appointed officers
of Employer, the termination of whom shall be subject to the prior approval by
Employer's Board of Directors.

D. Other Activities. Employee shall use her best efforts for the
benefit of Employer by whatever activities she reasonably deems appropriate to
maintain and improve Employer's standing in the community generally and among
other members of the industries in which Employer is from time to time engaged,
including such entertaining for business purposes as she reasonably considers
appropriate. Employee shall not, without the approval of the Board of Directors
of Employer, render services of a business nature to any other person or entity,
if such activities would interfere with the performance of Employee's Duties as
required under this Contract or otherwise prevent Employee from devoting
substantially all of her business time, attention, skill and efforts to the
performance of Employee's Duties as required under this Contract. Subject to the
foregoing limitations, the following activities shall be deemed to be
permissible: (i) owning or managing real or personal property owned by Employee
or her family members; (ii) owning any business which does not compete, directly
or indirectly, with Employer; and (iii) holding directorships or similar
positions in any organization which is not competing with Employer and which is
approved by the Board of Directors of Employer.

ARTICLE IV - COMPENSATION AND OTHER BENEFITS

A. Base Salary, Signing Bonus, Annual Bonus, Stock Options and
Employee Benefit Plans. For all services rendered by Employee in any capacity
during her employment under this Contract (including any renewals hereof),
Employer shall pay to Employee as compensation the sum of the amounts set forth
in the following subparagraphs 1 through 6.

1. Base Salary. Commencing upon the Commencement Date,
Employee shall be paid the sum of Three Hundred Fifty Thousand Dollars
($350,000) on an annualized basis (the "Base Salary"), which amount shall be
paid in accordance with Employer's customary payroll practices. On each
anniversary of the Commencement Date, during the term of this Contract and any
extensions thereof, Employer will review the Base Salary.

2. Signing Bonus. On the Commencement Date, Employer
shall pay to Employee a signing bonus of Fifty Thousand Dollars ($50,000) (the
"Signing Bonus").

3. Annual Bonus. On or before one hundred twenty (120)
days subsequent to the completion of Employer's preceding fiscal year, Employee
shall be eligible to receive a cash bonus of up to 50% of her then Base Salary
based on Employee's attainment of certain objectives mutually agreed upon by
Employer and Employee (the "Objectives"). Whether Employee has met the
Objectives shall be within the sole discretion of the Company's Board of
Directors.

4. Stock Options. On the Commencement Date, Employer
shall grant to Employee the option to acquire 40,000,000 shares of the
Employer's Common stock upon such terms and conditions as set forth in that
certain Stock Option Agreement attached hereto and incorporated by reference
hereby as Exhibit "A" to this Agreement (the "Stock Option"). Employer, at
Employer's cost and expense, shall prepare and file with the U.S. Securities and
Exchange Commission one or more registration statements covering the resale by
Employee of the shares underlying the Stock Options (the "Option Shares") as
well as file all documents and take such actions as are reasonably necessary
under applicable state securities laws to cause the Option Shares to be publicly
tradable by Employee until the date all of the Option Shares are eligible for
sale by Employee pursuant to subparagraph (k) of Rule 144 under the Securities
Act of 1933.

5. Benefit Plans. During the term of Employee's
employment with Employer, Employee shall be entitled to participate in all
incentive, savings and retirement plans, practices, policies and programs
applicable generally to other executives of Employer ("Investment Plans") and
Employee and her family shall be eligible for participation in and shall receive
all benefits under, welfare benefit plans, practices, policies and programs
applicable generally to other executives of Employer, including but not limited
to comprehensive medical and dental coverage, disability and basic and
supplemental life insurance ("Welfare Plans").

6. Dues. Employer shall pay the dues of such
professional associations and societies of which Employee is a member in
furtherance of her Duties.

B. Payments Upon Termination.

1. Termination by Employer for Cause; Voluntary
Unilateral Decision by Employee Without Cause; Death or Disability. If
Employee's employment is terminated (i) by Employer for Cause (as hereinafter
defined at Article VII.B); (ii) by Employee by a voluntary unilateral decision
by Employee without Cause (as defined at Article VII.A); or (iii) as a result of
Employee's death or Disability (as defined below), then Employee shall be
entitled to: (1) the base salary pursuant to Article IV.A.1 earned through the
date of termination; (2) accrued vacation under Article VI hereof; and (3) all
applicable reimbursements from Employer due under Article V hereof. As used in
this Contract, the term "Disability" means (A) Employee's incapacity due to a
permanent mental or physical illness that prevents Employee from performing her
duties hereunder for 26 consecutive weeks or (B) a physical condition that
renders the

performance by Employee of her duties hereunder a serious threat to the health
and well being of Employee. Disability shall be determined by a physician
selected by Employee (or her legal representative) and reasonably acceptable to
Employer.

2. Termination for Reasons Other than Termination by
Employer for Cause Voluntary Unilateral Decision by Employee or Death or
Disability. If Employee's employment is terminated for any reason by either
party, other than as a result of termination by Employer for Cause (as defined
at Article VII.B) a termination by voluntary unilateral decision by Employee
without Cause (as defined at Article VII.A) or a termination as a result of
Employee's death or Disability, Employee shall be entitled to: (1) in one lump
sum payment, that amount which is equivalent to Employee's base salary paid by
Employer to Employee for the fiscal year immediately prior to Employee's
termination; and (2) all applicable reimbursements from Employer due under
Article V. For purposes of this Contract, clauses (1) and (2) of this Article
IV.B.2 of this Contract shall collectively be referred to as the "Severance
Benefits." Payment of the Severance Benefits shall be conditioned upon the
execution by Employee of a valid release, to be prepared by Employer, in which
Employee releases Employer, to the maximum extent permitted by law, from any and
all claims Employee may have against Employer that relate to or arise out of
Employee's employment or termination of employment.

ARTICLE V - AUTOMOBILE; BUSINESS EXPENSES

A. Business Expenses. Employee is authorized to incur reasonable
expenses to execute and/or promote the Businesses of Employer, including, but
not limited to, expenses related to maintenance of professional licenses and
expenses for reasonable entertainment, travel, and similar items, in each case,
in accordance with the policies, practices and procedures of Employer. Employer
will reimburse Employee for all reasonable travel or other expenses incurred
while on business.

B. Automobile. During the term of this Contract, Employer shall
furnish Employee with an automobile, of make and model acceptable to Employee,
and pay all expenses related to such automobile. Such automobile shall be used
by Employee in the performance of her duties and shall be of a make and model
customary for executives in the community who perform similar duties or, at
Employer's discretion provide, at Employer's expense, car transportation between
New York City and the Employer's Yonkers, New York headquarters.

ARTICLE VI - VACATION

Employee will be entitled to four (4) weeks paid vacation annually or
such other time as authorized by the Board of Directors during which time her
compensation shall be paid in full. Vacation Days unused in any calendar year
may not be accumulated and carried forward and used in future years.

ARTICLE VII - TERMINATION OF EMPLOYMENT

A. Termination by Employee. Employee may terminate her employment
with Employer at any time upon notice to Employer for "Cause." As used in this
Paragraph A, the term "Cause" shall mean:

1. Employer's material breach of this Contract;
provided, however, that in the event Employee believes that this Contract has
been materially breached, she shall provide Employer with written notice of such
breach and provide Employer with a thirty (30) day period in which to cure or
remedy such breach;

2. Assignment to Employee of regular duties inconsistent
with her position, or status with Employer; or

3. The relocation of Employer's principal executive
offices to a location more than seventy-five (75) miles outside of Yonkers, New
York without Employee's prior consent.

B. Termination by Employer. Employee's employment may be
terminated by Employer at any time upon notice to Employee for "Cause." As used
in this Paragraph B, the term "Cause" shall mean:

1. Employee's material breach of any provision of this
Contract; provided, however, that in the event Employer believes that this
Contract has been breached, it shall provide Employee with written notice of
such breach and provide Employee with a thirty (30) day period in which to cure
or remedy such breach. For the avoidance of doubt, it shall constitute a
material breach of this Contract if Employee fails to perform her Duties
hereunder by way of intentional neglect or chronic absenteeism (excluding
Disability);

2. The commission by Employee of a crime, or an act of
fraud or dishonesty against Employer, its subsidiaries or affiliates; or

3. The use by Employee of an illegal substance,
including, but not limited to, marijuana, cocaine, heroin, and all other illegal
substances, and/or the dependence by Employee upon the use of alcohol, which, in
any case, in the opinion of both Employee's family physician and a physician
chosen by Employer, materially impairs Employee's ability to perform her Duties
hereunder, which dependence is not cured or rehabilitated, as determined by
Employee's physician, within three (3) months of receipt of written notice from
Employer to Employee.

C. Death or Disability. This Contract shall terminate upon the
death or the Disability of Employee. Employee or her heirs or estate (as the
case may be) shall be entitled to the compensation provided for with respect to
a termination by death or Disability in this Contract.

D. Termination of Obligations. Upon the resignation of Employee
or termination of Employee's employment in accordance with the provisions of
this Article VII, all obligations of Employee and Employer hereunder shall be
terminated except as otherwise provided herein.

E. No Mitigation. If Employee's employment under this Contract
terminates for any reason, with or without Cause, Employee shall have no
obligation to seek other employment in mitigation of damages; and no
compensation received by Employee from other employment or other sources shall
be considered as a mitigation of the amounts owing to Employee hereunder.

ARTICLE VIII - RESIGNATION

Any termination of employment under this Contract, whether or not
voluntary, will automatically constitute a resignation of Employee as an officer
of Employer and all subsidiaries of Employer and if requested to do so by
Employer's Board of Directors, shall resign as a member of the Board of
Directors of Employer and all subsidiaries of Employer; provided, however, that
Employee shall execute such resignation documents as Employer may reasonably
request in order to evidence such resignation and this provision shall survive
the termination of this Contract.

ARTICLE IX - NON-COMPETITION

A. Non-Competition. While in the employment of Employer and for
the period of two (2) years thereafter (the "Non-Competition Period"), unless
otherwise agreed to in writing by Employer, Employee will not, directly or
indirectly, own, manage, operate, join, control, be employed by or participate
in the ownership, management, operation or control of, or be connected in any
manner with any business that is developing, manufacturing and/or distributing
pharmaceutical products which exhibit substantially similar biological
mechanisms of action as Employer's products in the clinical indications pursued
by Employer..

B. Confidential Information. During and after the term of the
Contract, Employee shall not directly or indirectly, divulge, furnish or make
accessible to any party not authorized by Employer to receive it, any of the
proprietary or confidential information or knowledge of Employer, including
without limitation, any financial information, marketing plans, strategies,
trade secrets, data, know-how, processes, techniques and other proprietary
information of Employer or its subsidiaries (the "Confidential Information"),
other than in the course of performing her duties hereunder and with the consent
of Employer, which consent shall not unreasonably be withheld, and in accordance
with Employer's policies and regulations, as established from time to time, for
the protection of the Employer's Confidential Information. The term
"Confidential Information" does not include, and there shall be no obligation
hereunder with respect to information (including office practices and
procedures) that is obvious, or that may readily be determined by any person
reasonably knowledgeable in the industry in which Employer operates by diligent
review and examination of public sources, or that becomes generally available to
the public other than as a result of a disclosure by Employee or any agent or
other representative thereof. Employee shall not have any obligation hereunder
to keep

confidential any Confidential Information to the extent disclosure of any
thereof is required by law, or determined in good faith by Employee to be
necessary or appropriate to comply with any legal or regulatory order,
regulation or requirement; provided, however, that in the event disclosure is
required by law, Employee shall provide Employer with reasonable notice of such
requirement so that Employer may seek an appropriate protective order and
Employee shall reasonably cooperate with Employer's efforts to seek such a
protective order. Upon termination of employment on the expiration of the
Contract, all tangible evidence of such confidential or proprietary information
in the possession of Employee shall be returned to Employer, and Employee shall
not make or retain any copies or excerpts thereof, except that Employee may
retain copies of all materials that may be of a personal nature to Employee.
Employee further agrees not to use any Confidential Information for the benefit
of any person or entity other than Employer or its subsidiaries.

C. Non-Solicitation. During the term of the Contract and for a
period of two (2) years thereafter (the "Non-Solicitation Period"), Employee
shall not influence or attempt to influence customers of Employer or any of its
present or future subsidiaries either directly or indirectly, to divert their
business from Employer to any individual, partnership, firm, corporation, or
other entity that is in competition with the business of Employer or any
subsidiary of Employer at any time during the Non-Solicitation Period. During
the Non-Solicitation Period, Employee shall not directly or indirectly solicit
any of Employer's employees independent contractor physicians to work for (as an
employee or independent contractor) any business, individual, partnership, firm,
corporation, or other entity in competition with the business of Employer or any
subsidiary of Employer at any time during the Non-Solicitation Period.

D. Patents/Assignment and Transfer of Inventions. Employee shall
disclose, assign and transfer to the Company any and all ideas, concepts,
discoveries, inventions, developments, improvements, trade secrets, technical
data, know-how or other materials conceived, devised, invented, developed or
reduced to practice or tangible medium by Employee or any of her affiliates, or
under her direction, during the term of this Agreement (hereinafter
"Inventions"). If any patents shall be developed by Employee or any patents
shall result from the knowledge of Employee during the term of this Agreement,,
Employee shall assign such patents to the Employer. Employee also agrees to
execute such documents and perform such activities as the Employer may
reasonably request to obtain such patents and to assist the Employer, as
reasonably requested by the Employer's Board of Directors in defending its
patents.

E. Remedies. In the event of an actual or threatened breach by
the Employee of this Article IX, including any subparagraph hereof, Employer
shall be entitled to an injunction restraining Employee from its prohibited
conduct. If the court should hold that the duration and/or scope (geographic or
otherwise) of the covenants contained herein are unreasonable, then, to the
extent permitted by law, the court may prescribe a duration and/or scope
(geographic or otherwise), that is reasonable and the parties agree to accept
such determination, subject to their rights of appeal. Nothing contained herein
shall be construed as prohibiting Employer or any third party from pursuing any
of the remedies available to it for such breach or threatened breach, including
recovery of damages from Employee. In any action or proceeding to enforce the

provisions of this Article IX, the prevailing party (other than Employee in the
event Employee prevails as a result of a determination that the duration and/or
scope (geographic or otherwise) of the covenants contained herein are
unreasonable) shall be reimbursed by the other party for all costs incurred in
such action or proceeding, including, without limitation, all court costs and
filing fees and all reasonable attorneys' fees, incurred either at the trial
level or at the appellate level. If Employee shall be in violation of any of the
restrictive covenants contained in this Contract, then the time limitation
otherwise applicable to such restrictive covenant shall be extended for a period
of time equal to the period of time during which such breach or breaches occur.
If Employer seeks injunctive relief from such breach in any court, then the
covenant shall be extended for a period of time equal to the pendency of such
proceedings, including all appeals. The existence of any claim or cause of
action by Employee against Employer, whether predicated upon this Contract or
otherwise, shall not constitute a defense to the enforcement by Employer of the
foregoing restrictive covenant, but shall be litigated separately.

F. Acknowledgments by Employee. Employee understands that the
restrictions set forth in this Article IX may limit her ability to earn a
livelihood in a business similar to the business of Employer or any subsidiary
thereof, but she nevertheless believes that she has received and will receive
sufficient consideration and other benefits as an employee of Employer and as
otherwise provided hereunder to justify clearly such restrictions which, in any
event (given her education, skills and ability), Employee does not believe would
prevent her from earning a living. Employee acknowledges that the geographic
boundaries, scope of prohibited activities, and duration of this Article IX are
reasonable in nature and are no broader than are necessary to maintain the
confidentiality and the goodwill of Employer's proprietary information, plans
and services and to protect the other legitimate business interests of Employer.

ARTICLE X - NOTICES

Any notice, request, demand, offer, payment or communication required
or permitted to be given by any provision of this Contract shall be deemed to
have been delivered and given for all purposes if written and if (a) delivered
personally or by courier or delivery service, at the time of such delivery; or
(b) directed by registered or certified United States mail, postage and charges
prepaid, addressed to the intended recipient, at the address specified below, at
such time that the intended recipient or its agent signs or executes the
receipt:

If to Employer: Advanced Viral Research Corp.
200 Corporate Boulevard South
Yonkers, New York 10701
Attn: Chairman of the Board

If to Employee: Elma S. Hawkins
84 Foxhollow Lane
South Hampton, NY 11968

Any party may change the address to which notices are to be mailed by giving
written notice as provided herein to the other party. Commencing immediately
after the receipt of such notice, such newly designated address shall be such
person's address for purposes of all notices or other communications required or
permitted to be given pursuant to this Contract.

ARTICLE XI - CONSTRUCTION OF CONTRACT

A. New York Law. This Contract shall be considered for all
purposes a New York document and shall be construed pursuant to the laws of the
State of New York, and all of its provisions shall be administered according to
and its validity shall be determined under the laws of the State of New York
without regard to any conflict or choice of law issues.

B. Gender and Number. Whenever appropriate, references in this
Contract in any gender shall be construed to include all other genders,
references in the singular shall be construed to include the plural, and
references in the plural shall be construed to include the singular, unless the
context clearly indicates to the contrary.

C. Certain Words. The words "hereof," "herein," "hereunder," and
other similar compounds of the word "here" shall mean and refer to the entire
Contract and not to any particular article, provision or paragraph unless so
required by the context.

D. Captions. Paragraph titles or captions contained in this
Contract are inserted only as a matter of convenience and/or reference, and they
shall in no way be construed as limiting, extending, defining or describing
either the scope or intent of this Contract or of any provision hereof.

E. Counterparts. This Contract may be executed in one or more
counterparts, and any such counterpart shall, for all purposes, be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.

F. Severability. The invalidity or unenforceability of any
provision hereunder (or any portion of such a provision) shall not affect the
validity or enforceability of the remaining provisions (or remaining portions of
such provisions) of this Contract.

ARTICLE XII - MISCELLANEOUS

A. Entire Contract. This Contract (and all other documents
executed simultaneously herewith or pursuant hereto) constitutes the entire
agreement among the parties pertaining to the subject matter hereof, and
supersedes and revokes any and all prior or existing agreements, written or
oral, relating to the subject matter hereof, and this Contract shall be solely
determinative of the subject matter hereof.

B. Restrictive Covenant. In the event the non-competition,
non-solicitation clause or any other restrictive covenant of this Contract shall
be deemed unenforceable, invalid or overbroad in whole or in part for any
reason, then any arbitration panel or court of competent jurisdiction is hereby
authorized, requested and instructed to reform such provision(s) to provide for
the maximum competitive restraints upon Employee's activities (in time and
geographic area), which may then be legal and valid.

C. Waiver. Either Employer or Employee may, at any time or times,
waive (in whole or in part) any rights or privileges to which she or it may be
entitled hereunder. However, no waiver by any party of any condition or of the
breach of any term, covenant, representation or warranty contained in this
Contract, in any one or more instances, shall be deemed to be or construed as a
further continuing waiver of any other condition or of any breach of any other
terms, covenants, representations or warranties contained in this Contract, and
no waiver shall be effective unless it is in writing and signed by the waiving
party.

D. Attorneys' Fees. In the event that either party shall be
required to retain the services of an attorney to enforce any of her or its
rights hereunder, the prevailing party in any arbitration or court action shall
be entitled to receive from the other party all costs and expenses including
(but not limited to) court costs and attorneys' fees (whether in the arbitration
or in a court of original jurisdiction or one or more courts of appellate
jurisdiction) incurred by him or it in connection therewith. The parties hereby
expressly confer on the arbitrator the right to award costs and attorneys' fees
in the arbitration.

E. Dispute Resolution. Except for any dispute or controversy in
which Employer is seeking injunctive relief pursuant to Article IX, Employee and
Employer shall settle by arbitration any dispute or controversy arising in
connection with this Contract, whether or not such dispute involves a plan
subject to the Employee Retirement Income Security Act of 1974, as amended. Such
arbitration shall be conducted in accordance with the rules of the American
Arbitration Association before a panel of three arbitrators sitting in New York
City, New York or such other location as shall be mutually agreed by the
parties. The award of the arbitrators shall be final and nonappealable, and
judgment may be entered on the award of the arbitrators in any court having
proper jurisdiction. THE ARBITRATORS SHALL HAVE NO AUTHORITY TO AWARD PUNITIVE
DAMAGES UNDER ANY CIRCUMSTANCES (WHETHER IT BE EXEMPLARY DAMAGES, TREBLE
DAMAGES, OR ANY OTHER PENALTY OR PUNITIVE TYPE OF DAMAGES) REGARDLESS OF WHETHER
SUCH DAMAGES MAY BE AVAILABLE UNDER APPLICABLE LAW, EMPLOYEE AND EMPLOYER HEREBY
EACH WAIVING THEIR RIGHT, IF ANY, TO RECOVER PUNITIVE DAMAGES IN CONNECTION WITH
ANY SUCH CLAIMS, DISPUTES OR DISAGREEMENTS REGARDLESS OF WHETHER SUCH CLAIM,
DISPUTE OR DISAGREEMENT ARISES UNDER THE LAW OF CONTRACTS, TORTS, (INCLUDING,
WITHOUT LIMITATION, NEGLIGENCE OF EVERY KIND AND STRICT LIABILITY WITHOUT
FAULT), OR PROPERTY, OR AT COMMON LAW OR IN EQUITY OR OTHERWISE. EMPLOYEE
ACKNOWLEDGES THAT BY SIGNING THIS AGREEMENT) EMPLOYEE IS WAIVING ANY RIGHT THAT
EMPLOYEE MAY HAVE TO A JURY TRIAL OR, OTHER THAN AS

PROVIDED BY SECTION 16, A TRIAL BEFORE A JUDGE IN CONNECTION WITH, OR RELATING
TO, A CLAIM.

F. Venue. Without limiting Paragraph E above, any litigation
arising hereunder shall be instituted only in New York City, New York, the place
where this Contract was executed, and all parties hereto agree that venue shall
be proper in said county for all such legal or equitable proceedings.

G. Assignment. The rights and obligations of the parties under
this Contract shall inure to the benefit of and shall be binding upon their
successors, assigns, and/or other legal representatives. Additionally, covenants
in this Contract which are for the benefit of Employer also shall run in favor
of Employer's subsidiaries. This Contract shall not be assignable by Employer or
Employee. The services of Employee are personal and her obligations may not be
delegated by her except as otherwise provided herein.

H. Amendment. This Contract may not be amended, modified,
superseded, canceled, or terminated, and any of the matters, covenants,
representations, warranties or conditions hereof may not be waived, except by a
written instrument executed by Employer and Employee or, in the case of a
waiver, by the party to be charged with such waiver.

I. No Third Party Beneficiary. Nothing expressed or implied in
this Contract is intended or shall be construed to confer upon or give any
person, other than Employer and Employee and their respective successors and
permitted assigns, any rights or remedies under or by reason of this Contract.

J. Indemnification. To the fullest extent permitted by law and
Employer's certificate of incorporation and by-laws, Employer shall promptly
indemnify Employee for all amounts (including, without limitation, judgments,
fines, settlement payments, losses, damages, costs and expenses (including
reasonable attorneys' fees)) incurred or paid by the Employee in connection with
any action, proceeding, suit or investigation arising out of or relating to the
performance by Employee of services for (or acting as a fiduciary of any
Employee benefit plans, programs or arrangements of) Employer or any of its
subsidiaries or affiliates, including as a director, officer or employee of
Employer or any such subsidiary or affiliate. Employer also agrees to maintain a
directors' and officers' liability insurance policy covering Employee to the
extent Employer provides such coverage for its other executive officers.

K. Tax Withholding. All payments to the Employee under this
Contract will be subject to the withholding of all applicable employment and
income taxes.

IN WITNESS WHEREOF, Employer and Employee have caused this Contract to
be executed on the day and year first above written.

ADVANCED VIRAL RESEARCH CORP.

By: /s/ Eli Wilner
Name: Eli Wilner
Title: Chairman of the Board

/s/ Elma S. Hawkins