RESTATED AND AMENDED PURCHASE AGREEMENT


     RESTATED  AND  AMENDED  PURCHASE  AGREEMENT,  effective  May 27,  1998 (the
"Agreement"),  by and among CYPRESS SPRINGS LLC, a California  limited liability
company  ("Cypress")  managed  by Ira  E.  Ritter,  an  individual  residing  in
California ("Ritter"),  Rockwood Companies,  LLC, a California limited liability
company (with its predecessors,  "Rockwood") and BIOMUNE SYSTEMS, INC., a Nevada
corporation  ("Biomune").  This Agreement is executed by the Parties on December
30, 1998, with the effective date indicated above.

                              RECITALS

     A.  Cypress is the sole owner of all of the issued and  outstanding  member
interests  of Rockwood  formerly  known as Rockwood  Investments,  Inc.,  d.b.a.
Rockwood Cosmetics,  Inc.  ("Cosmetics"),  which is in the business of marketing
and distributing  vitamin,  nutrition and personal care products,  including the
products   formerly   marketed  through  Cosmetics  and  Rockwood  Vitamins  LLC
("Vitamins").

     B. Biomune is a Nevada corporation  engaged in the business of researching,
developing  and selling  pharmaceutical  and  nutraceutical  products based on a
patented  whey  protein  technology.  In  July  1997,  Biomune  entered  into an
agreement  with  Ritter to acquire  Cosmetics  and  pursuant  to that  agreement
Biomune made option and other payments to Ritter and Cosmetics totaling $360,000
toward the purchase price of Cosmetics. That agreement was terminated by Biomune
in January 1998.

     C.  Pursuant  to this  Agreement  herein,  Biomune  intends  to  purchase a
controlling interest in Rockwood as contemplated herein.

     D. Upon completion of the  transactions  contemplated  herein,  the parties
desire to have Rockwood owned 52% by Biomune and 48% by Cypress,  subject to the
provisions of the Operating Agreement of Rockwood,  as the same may be from time
to time amended ("Operating Agreement").

                             AGREEMENT

     In  consideration  for the promises,  conditions and  warranties  contained
herein  and in order to  consummate  such plan of  reorganization,  the  parties
hereto represent, warrant, covenant and agree as follows:

     1. Condition  Precedent.  Prior to the execution of this Agreement,  Ritter
and Cypress  shall have caused  Rockwood to succeed to all of the  business  and
ownership of all of the assets of Cosmetics and Vitamins.

     2.  Cash  Payment  and  Commitment  to Loan  Funds.  Rockwood  and  Cypress
acknowledge the previous  payment of $360,000 as a down payment by Biomune under
this  Agreement  in  consideration  for  the  sale  and  transfer  of 52% of the
membership interest of Rockwood. Biomune also agrees to issue to Cypress 500,000
shares of Biomune's 8% Series G Non-voting, Non-convertible Redeemable Preferred
Stock, following authorization of such series by the Biomune board of directors.
Biomune  also agrees to loan  certain  funds to Rockwood as provided in the Loan
Commitment  Letter  of  even  date  herewith  ("Commitment"),  according  to the
schedule provided in such Commitment. Rockwood hereby transfers, sells, assigns,
and  conveys  to  Biomune,  52% of  the  membership  interest  in  Rockwood,  in
accordance with the terms of the Operating Agreement.

     3. Line of Credit.  Following the closing,  Biomune will make  available or
will cause to be made  available to Rockwood,  an operating line of credit of up
to  $1,000,000  (the "Line of Credit").  Amounts  outstanding  under the Line of
Credit will bear  interest  at the prime rate plus one  percent  (the prime rate
being the prime rate  established  by the principal  bank used by Biomune in its
business  transactions or another  national  financial  institution  selected by
Biomune).  Interest on outstanding amounts will be payable monthly.  The Line of
Credit  will be secured by a perfected  security  interest in all of the assets,
accounts receivable,  inventory and other property of Rockwood and Rockwood will
sign and agree to filing of all forms and  agreements  reasonably  requested  by
Biomune for the purpose of perfecting  such security  interest.  The term of the
Line of Credit  will be for one  year;  provided,  however,  that if there is no
default  under  the Line of  Credit  at the end of such  term  (and any  renewal
thereof),  the Line of Credit may be renewed on substantially the same terms and
conditions  for up to two (2)  consecutive  one-year  renewal  terms.  No equity
distributions  will be made by Rockwood  (except as necessary for the payment of
taxes)  in any  year in  which  the Line of  Credit  has not been  paid in full,
without the prior written  consent of Biomune.  Amounts loaned to Rockwood prior
to the closing will be deemed to have been loaned pursuant to and will be rolled
into the Line of Credit.  In the event of a default  under the Note which is not
cured and  following  which  Cypress  shall  exercise  its right to rescind this
transaction  or to  foreclose  on the  collateral  for such  Note,  all  amounts
outstanding on the Line of Credit will be converted to a promissory  note,  with
interest  continuing at the rate then  applicable  (the  "Rockwood  Note").  The
principal  and unpaid  interest  under the Rockwood  Note will be amortized  and
payable over 18 months from the original maturity date, with monthly payments of
principal and  interest.  The security  interest will not be released  until the
Rockwood Note is paid in full together with all interest thereon.

     4. Rockwood  Operating  Agreement.  The  operations  of Rockwood  following
closing  will be  conducted  pursuant  to and under  the  terms of an  Operating
Agreement in form and content  substantially as the Operating Agreement attached
to this  Agreement  as Exhibit "C" and by this  reference  incorporated  herein.
Andela Group, Inc. ("Andela"),  a California corporation owned and controlled by
Ritter will be the manager of Rockwood,  and will provide the personal  services
of  Ritter  on behalf of  Rockwood  with the title of  "President."  A "Board of
Directors"  will direct the  activities  of the manager and other  executives of
Rockwood.  One member of the board will be  appointed by Cypress and two will be
appointed by Biomune.  Voting on matters properly before the members of Rockwood
will be  according  to  their  respective  equity  (member)  interest.  Andela's
engagement  as  manager  and  compensation  (including  Ritter's  employment  as
President)  will be  governed  by a  five-year  agreement  in form  and  content
substantially as that "Management  Agreement" attached hereto as Exhibit "D" and
by this reference incorporated in and made a part of this Agreement.

     5. Representations and Warranties of Cypress, Ritter and Rockwood. Cypress,
Ritter and  Rockwood,  and each of them,  additionally  represent and warrant to
Biomune as follows:

               5.1  Organization and Standing.  Rockwood is a limited  liability
     company,  duly organized,  validly  existing and in good standing under the
     laws of the State of  California  with full  power  and  authority  to own,
     lease,  use and operate its  properties  and to conduct its business as and
     where now owned,  leased,  used,  operated and conducted.  Rockwood is duly
     qualified to do business and in good standing in each jurisdiction in which
     the nature of the business  conducted by it or the property it owns, leases
     or operates makes qualification  necessary,  except where the failure to be
     so  qualified  or in good  standing in such  jurisdiction  would not have a
     material  adverse  effect on  Rockwood.  Rockwood  is not in default in the
     performance,  observance  or  fulfillment  or otherwise in violation of any
     provision of its Articles of Organization or its Operating Agreement, as in
     effect on the date hereof,  copies of which have been previously  delivered
     to Biomune.

               5.2 Power and  Authority.  Rockwood has all  requisite  power and
     authority to enter into this Agreement and to consummate  the  transactions
     contemplated  by  this  Agreement.  The  execution  and  delivery  of  this
     Agreement and the consummation of the transactions contemplated hereby have
     been duly authorized by all necessary action on the part of Rockwood.

               5.3 Agreement Binding.  This Agreement has been duly executed and
     delivered  by Rockwood  and Cypress and  constitutes  the legal,  valid and
     binding obligation of each of them,  enforceable against them in accordance
     with its terms.

               5.4  Financial  Statements.  Rockwood will furnish to Biomune the
     audited  balance  sheets of  Rockwood as of  September  30,  1997,  and the
     related  statements of income,  changes in stockholders'  equity,  and cash
     flows for the fiscal years then ended, including, in each case, the related
     notes  (collectively,   the  "Rockwood  Audited  Statements"),   which  are
     accompanied by the unqualified  audit reports of Tanner + Company.  Audited
     statements  for  future  periods  will also be  provided  as  requested  by
     Biomune.

               5.5  Taxes.  Rockwood  has paid or  caused  to be paid all  taxes
     required to be paid by it through the date  hereof.  Rockwood  has filed or
     caused to be filed all Tax  Returns  required to be filed by it through the
     date hereof.

               5.6 Compliance with Law. To Rockwood's knowledge,  Rockwood is in
     compliance in all material  respects with all  applicable  laws,  statutes,
     orders, rules, regulations, policies or guidelines promulgated, or judg-

     ments,   decisions  or  orders  entered  by  any   governmental   authority
     (collectively,  "Applicable  Laws") relating to Rockwood or its business or
     properties.

               5.7  Intellectual  Property.  Rockwood  owns  and  has  good  and
     marketable  title  to,  or  is  licensed  or  otherwise  possesses  legally
     enforceable  rights to use (free  and  clear of any  lien,  encumbrance  or
     security  interest),  its  trademarks,  trade  names,  service  marks,  and
     copyrights,  all of which have been  previously  disclosed  to Biomune.  To
     Rockwood's  knowledge,  there  has  not  been  and  there  is not  now  any
     unauthorized  use,  disclosure,  infringement  or  misappropriation  of any
     intellectual  property  rights of Rockwood,  any trade  secret  material to
     Rockwood,  or any  intellectual  property  right of any third  party to the
     extent licensed by or through Rockwood,  by any third party,  including any
     employee or former employee of Rockwood.

               5.8 Title to and  Condition  of  Properties.  Rockwood  has good,
     valid and  indefeasible  title to all of its assets and properties of every
     kind, nature and description, tangible or intangible, wherever located. All
     such properties are owned free and clear of all mortgages,  pledges, liens,
     security interests, encumbrances and restrictions of any nature whatsoever.

               5.9  Litigation.  Except as  previously  disclosed  in writing to
     Biomune,  there is no suit,  claim,  action,  proceeding  or  investigation
     pending or, to the knowledge of Rockwood,  threatened  against  Rockwood or
     any  officer  or  director  of  Rockwood  which,  individually  or  in  the
     aggregate, if adversely determined, would have a material adverse effect on
     Rockwood.   Rockwood  is  not  subject  to  any  outstanding  order,  writ,
     injunction or decree which,  individually  or in the aggregate,  insofar as
     can be  reasonably  foreseen,  could  have a  material  adverse  effect  on
     Rockwood or a material adverse effect on the ability of Rockwood to con-

     summate the transactions contemplated hereby.

               5.10 Brokerage and Finder's Fees; Expenses.  Neither Rockwood nor
     any stockholder,  director,  officer or employee  thereof,  has incurred or
     will incur on behalf of Rockwood, any brokerage, finder's or similar fee in
     connection with the transactions contemplated by this Agreement.

               5.11  Contracts.  Rockwood has  disclosed to Biomune all material
     written or oral  contracts,  agreements,  guarantees,  leases and executory
     commitments  (each a  "Contract")  to which  Rockwood is a party.  All such
     Contracts  are  valid and  binding  obligations  of  Rockwood  and,  to the
     Knowledge of Rockwood, the valid and binding obligation of each other party
     thereto, and will continue to be legal, valid, binding, enforceable, and in
     full force and effect on identical terms following the  consummation of the
     transactions  contemplated.  Neither  Rockwood  nor,  to the  Knowledge  of
     Rockwood,  any other party  thereto is in violation of or in default in any
     material respect in respect of, nor has there oc-

     curred an event or  condition  which with the  passage of time or giving of
     notice (or both) would  constitute a material  default  under or permit the
     termination of, any Contract.  There are no Contracts  outside the ordinary
     course of business.

               5.12 Accounts Receivable.  All accounts and notes receivable
     (including lease and finance notes receivable) and accrued interest re-

     ceivable of Rockwood have arisen in the ordinary course of business.

               5.13  Undisclosed   Liabilities.   Rockwood  does  not  have  any
     liabilities  or  obligations  of any  nature,  whether  known  or  unknown,
     absolute,  accrued,  contingent  or otherwise  and whether due or to become
     due, that,  individually  or in the aggregate,  have or could be reasonably
     likely to have a material adverse effect on Rockwood.

               5.14 Books of Account; Records. Rockwood's general ledgers, stock
     record books,  minute books and other material records are, in all material
     respects, complete and correct.

     6.  Representations  and  Warranties  of Biomune.  Biomune  represents  and
warrants to Rockwood that the statements contained in this Section 6 are correct
and complete as of the date of this Agreement.

               6.1  Organization,  Standing and Power.  Biomune is a corporation
     duly  organized,  validly  existing and in good standing  under the laws of
     Nevada.  Biomune has the corporate power to own its properties and to carry
     on its business as now being  conducted and as proposed to be conducted and
     is  duly  qualified  to  do  business  and  is in  good  standing  in  each
     jurisdiction  in which the failure to be so qualified  and in good standing
     would  have  a  material  adverse  effect  on  Biomune.  Biomune  is not in
     violation  of any of the  provisions  of its Articles of  Incorporation  or
     Bylaws or equivalent organizational documents.

               6.2  Authority.  Biomune has all  requisite  corporate  power and
     authority to enter into this Agreement and to consummate  the  transactions
     contemplated  hereby.  The execution and delivery of this Agreement and the
     consummation  of  the  transactions  contemplated  hereby  have  been  duly
     authorized by all necessary  corporate action on the part of Biomune.  This
     Agreement has been duly  executed and delivered by Biomune and  constitutes
     the valid and binding obligations of Biomune. The execution and delivery of
     this Agreement do not and the consummation of the transactions contemplated
     hereby will not conflict  with,  or result in any  violation of, or default
     under (with or without notice or lapse of time, or both), or give rise to a
     right  of  termination,   cancellation  or  acceleration  of  any  material
     obligation  or loss of a material  benefit  under (i) any  provision of the
     Articles of Incorporation or Bylaws of Biomune or any of its  subsidiaries,
     as  amended,  or  (ii)  to  Biomune's  knowledge,  any  material  mortgage,
     indenture,  lease,  contract  or  other  agreement  or  instrument  permit,
     concession,  franchise,  license,  judgment,  order, decree,  statute, law,
     ordinance,  rule  or  regulation  applicable  to  Biomune  or  any  of  its
     subsidiaries or their properties or assets. No consent  approval,  order or
     authorization  of  or   registration,   declaration  or  filing  with,  any
     governmental  entity,  is required by or with  respect to Biomune or any of
     its  subsidiaries  in  connection  with the  execution and delivery of this
     Agreement  by Biomune or the  consummation  by Biomune of the  transactions
     contemplated  hereby,  except  for (i) the  filing  of a Form  8-K with the
     Securities and Exchange  Commission  ("SEC") and Nasdaq Stock Market within
     15 days after the Closing Date,  (ii) any filings as may be required  under
     applicable  state  securities  laws and the securities  laws of any foreign
     country, (iii) the filing with the Nasdaq SmallCap Market of a Notification
     Form of Listing of Additional  Shares with respect to the Common Shares and
     the  shares  of  Biomune  Common  Stock  issuable  upon  conversion  of the
     Preferred Shares,  and (iv) such other consents,  authorizations,  filings,
     approvals and registrations  which, if not obtained or made, would not have
     a material  adverse  effect on Biomune  and would not  prevent,  materially
     alter or delay any of the transactions contemplated by this Agreement.

               6.3 SEC Documents; Financial Statements. Biomune has furnished or
     otherwise  made  available  to  Rockwood a true and  complete  copy of each
     statement, report, registration statement,  definitive proxy statement, and
     other  filings  filed  with the SEC by Biomune  since  September  30,  1997
     (collectively,  the "Biomune SEC Documents").  All documents required to be
     filed as  exhibits  to Biomune SEC  Documents  have been so filed,  and all
     material contracts so filed as exhibits are in full force and effect except
     those  which have  expired in  accordance  with their  terms,  and  neither
     Biomune nor any of its subsidiaries is in default  thereunder.  As of their
     respective  filing dates,  Biomune SEC  Documents  complied in all material
     respects with the  requirements of the Securities  Exchange Act of 1934, as
     amended (the  "Exchange  Act"),  and the Securities Act and none of Biomune
     SEC Documents  contained any untrue statement of a material fact or omitted
     to state a material fact required to be stated therein or necessary to make
     the statements made therein,  in light of the  circumstances  in which they
     were made, not misleading, except to the extent corrected by a subsequently
     filed  Biomune  SEC  Document  prior  to the  date  hereof.  The  financial
     statements of Biomune, including the notes thereto, included in Biomune SEC
     Documents (the "Biomune Financial Statements"),  complied as to form in all
     material  respects with  applicable  accounting  requirements  and with the
     published rules and regulations of the SEC with respect thereto as of their
     respective dates, and have been prepared in accordance with GAAP applied on
     a basis  consistent  throughout the periods  indicated and consistent  with
     each other (except as may be indicated in the notes thereto or, in the case
     of  unaudited  statements  included in Quarterly  Reports on Form 10-Q,  as
     permitted by Form 10-Q of the SEC).  Biomune  Financial  Statements  fairly
     present the  consolidated  financial  condition  and  operating  results of
     Biomune and its subsidiaries at the dates and during the periods  indicated
     therein (subject, in the case of unaudited statements, to normal, recurring
     year-end  adjustments).  There has been no  material  change  in  Biomune's
     accounting  policies except as described in the notes to Biomune  Financial
     Statement.  Since September 30, 1997, no event has occurred that would have
     required the filing of any report that  otherwise  would have been included
     among the SEC Documents and for which an appropriate report was not filed.

               6.4  Absence  of  Certain  Changes.  Since  March  31,  1998 (the
     "Biomune  Balance  Sheet  Date"),   except  as  described  in  Biomune  SEC
     Documents,  Biomune has  conducted  its business in the ordinary  course of
     business consistent with past practice and there has not occurred:  (i) any
     change,  event or condition  (whether or not covered by insurance) that has
     resulted  in, or might  reasonably  be  expected  to result  in, a material
     adverse effect to Biomune;  (ii) any  acquisition,  sale or transfer of any
     material  asset of  Biomune  or any of its  subsidiaries  other than in the
     ordinary  course of business and consistent  with past practice;  (iii) any
     material change in accounting methods or practices (including any change in
     depreciation  or  amortization   policies  or  rates)  by  Biomune  or  any
     revaluation by Biomune of any of its assets; (iv) any declaration,  setting
     aside, or payment of a dividend or other  distribution  with respect to the
     shares of Biomune, or any direct or indirect redemption,  purchase or other
     acquisition  by  Biomune of any of its  shares of  capital  stock;  (v) any
     material  contract  entered  into by  Biomune,  other than in the  ordinary
     course of business and as provided to Rockwood or any material amendment or
     termination of, or default under, any material contract to which Biomune is
     a party or by which it is bound;  (vi) any amendment or change to Biomune's
     Articles of Incorporation or Bylaws;  or (vii) any negotiation or agreement
     by Biomune or any of its  subsidiaries to do any of the things described in
     the  preceding  clauses (i) through  (vi)  (other  than  negotiations  with
     Rockwood and its representatives regarding the transactions contemplated by
     this Agreement).

               6.5 Absence of Undisclosed  Liabilities.  Biomune has no material
     obligations or liabilities  of any nature  (matured or unmatured,  fixed or
     contingent)  other than (i) those set forth or  adequately  provided for in
     the Balance Sheet included in Biomune's  Quarterly  Report on Form 10-Q for
     the period ended March 31, 1998 (the "Biomune Balance  Sheet"),  (ii) those
     incurred  in the  ordinary  course of business  and not  required to be set
     forth in Biomune  Balance Sheet under GAAP, and (iii) those incurred in the
     ordinary course of business since Biomune Balance Sheet Date and consistent
     with past practice.

               6.6  Taxes.  Biomune  has paid or  caused  to be paid  all  taxes
     required  to be paid by it through  the date hereof and has filed or caused
     to be filed all Tax  Returns  required  to be filed by it through  the date
     hereof.

               6.7 Compliance  with Law. To Biomune's  knowledge,  Biomune is in
     compliance in all material  respects with all  applicable  laws,  statutes,
     orders, rules, regulations, policies or guidelines promulgated, or judg-

     ments,   decisions  or  orders  entered  by  any   governmental   authority
     (collectively,  "Applicable  Laws")  relating to Biomune or its business or
     properties.

               6.9  Litigation.  Except as described in Biomune SEC Documents or
     otherwise to Rockwood,  there is no private or governmental  action,  suit,
     proceeding,  claim, arbitration or investigation pending before any agency,
     court or tribunal,  foreign or domestic, or, to the knowledge of Biomune or
     any  of  its  subsidiaries,  threatened  against  Biomune  or  any  of  its
     subsidiaries  or any  of  their  respective  properties  or  any  of  their
     respective  officers  or  directors  (in their  capacities  as such)  that,
     individually  or in the aggregate,  could  reasonably be expected to have a
     material adverse effect on Biomune.  There is no judgment,  decree or order
     against Biomune or any of its  subsidiaries or, to the knowledge of Biomune
     or any of its subsidiaries,  any of their respective  directors or officers
     (in their  capacities as such) that could  prevent,  enjoin,  or materially
     alter or delay any of the transactions  contemplated by this Agreement,  or
     that could  reasonably  be  expected to have a material  adverse  effect on
     Biomune.

               6.8   Governmental   Authorization.   Biomune  and  each  of  its
     subsidiaries have obtained each federal,  state,  county,  local or foreign
     governmental consent,  license,  permit, grant, or other authorization of a
     governmental   entity  (i)  pursuant  to  which   Biomune  or  any  of  its
     subsidiaries  currently  operates  or  holds  any  interest  in  any of its
     properties  or (ii) that is required for the  operation of Biomune's or any
     of its subsidiaries'  business or the holding of any such interest ((i) and
     (ii) herein collectively called "Biomune Authorizations"),  and all of such
     Biomune  Authorizations  are in full  force and  effect,  except  where the
     failure  to obtain  or have any of such  Biomune  Authorizations  could not
     reasonably be expected to have a Material Adverse Effect on Biomune.

               6.9 Broker's and Finders'  Fees.  Biomune has not  incurred,  nor
     will it incur,  directly or  indirectly,  any  liability  for  brokerage or
     finders' fees or agents'  commissions  or  investment  bankers' fees or any
     similar  charges  in  connection  with this  Agreement  or any  transaction
     contemplated hereby.

               6.10  Potential   Delisting  by  Nasdaq.   Biomune  has  received
     notification  from the Nasdaq Stock Market that it will be delisted  unless
     it can  satisfy  the  Market  Qualifications  Division  of  Nasdaq  that it
     continues to meet the maintenance  requirements for continued  listing.  If
     Biomune's Common Stock is delisted, the stock will continue to be traded on
     the over-the-counter market. However, delisting from Nasdaq SmallCap Market
     may  result  in a less  active  market  for  Biomune's  securities  and may
     adversely affect the price at which such securities are traded.

               6.11 Books of Account; Records.  Biomune's general ledgers, stock
     record books,  minute books and other material records are, in all material
     respects, complete and correct.

     7. Survival of Representations and Warranties and Indemnification for their
Breach. All representations,  warranties and covenants of the parties or some of
the parties hereto as set forth in this  Agreement  shall be true as of the time
of and, together with the agreements set forth herein, shall survive the Closing
date hereunder. The parties, jointly and severally, agree that any party who has
breached or breaches any  representation  warranty or covenant,  shall  protect,
indemnify  and save harmless any other  non-breaching  party or parties from and
against any and all claims, demands, liabilities, demands, damages, or causes of
action of every kind and  character  resulting  from any  breach  thereof by the
breaching party.

     8.  Commissions  and  Finder's  Fees.  Each of the parties  represents  and
warrants that the  negotiations  relating to this Agreement and the transactions
contemplated  hereby  will not give rise to any valid  claims  against any other
party for a brokerage commission, finder's fee, or other like payment.

     9. Tax  Matters.  Each party or the  pass-through  entities or  individuals
shall be responsible  for income and/or  franchise  taxes and product  liability
claims for occurrences  prior to and up to the date of this  Agreement.  The tax
returns of Rockwood  shall be prepared and filed and elections  and  allocations
made so as to give  Ritter  the best  possible  advantage  under  the tax  laws.
Similarly,  it is  anticipated  that the terms of the  purchase of the  Rockwood
interest by Biomune hereunder will be treated by the parties in such a way as to
provide the best possible advantage under tax laws for the parties.

     10. Notices.  All notices,  requests,  and other  communications  hereunder
shall be in writing and shall be deemed to have been duly given if delivered, or
mailed first class postage prepaid:

                         If to Cypress: Cypress Springs LLC
                         Ira E. Ritter, Manager
                         11845 West Olympic Boulevard, Suite 710
                         Los Angeles, California 90064
                         Facsimile No.:  (310) 479-5902

                         with a copy to:     Riordan & McKinzie
                         300 South Grand Avenue, 29th Floor
                         Los Angeles, California 90071
                         Attention:  Thomas L. Harnsberger, Esq.
                         Facsimile No.:  (213) 229-8550

                         If to Biomune: Biomune Systems, Inc.
                         2401 South Foothill Drive
                         Salt Lake City, Utah 84109
                         Attention: Michael G. Acton, CEO
                         Facsimile No.:  (801) 466-3741

                         with a copy to:     Durham, Evans, Jones & Pinegar
                         50 South Main Street, Suite 850
                         Salt Lake City, Utah 84144
                         Attention:  Kevin R. Pinegar, Esq.
                         Facsimile No.:  (801) 538-2425

Such names and addresses may be changed by written  notice thereof to all of the
parties hereto.

     11. Entire Agreement and Amendments. This Agreement, including the exhibits
referred to herein which are a part hereof, contains the entire understanding of
the parties hereto with respect to the subject matter  contained  herein and may
be amended only by a written instrument executed by all affected parties.  There
are no restrictions,  promises, warranties, covenants or undertakings other than
those expressly set forth herein.  The section and paragraph  headings contained
in this  Agreement are for  reference  purposes only and shall not affect in any
way the meaning or  interpretation of this Agreement.  All addendum  agreements,
letter agreements,  memoranda of understanding, and other agreements executed by
the parties in connection with this  transaction  prior to December 10, 1998 are
of no further  force and effect and are  superseded  in their  entirety  by this
Agreement  and such  other  agreements  as may be  entered  into by the  parties
subsequent to such date that  incorporate  this  Agreement by reference or which
may attached to this Agreement and incorporated by reference herein.

     12. Counterparts.  This Agreement may be executed  simultaneously in two or
more  counterparts,  each of which shall be deemed an original  but all of which
together shall constitute one and the same instrument.

     13.  Parties in Interest.  This  Agreement  shall not be  assignable by any
party,  shall be binding upon each party and their  respective  successors  and,
except as otherwise expressly  provided,  shall inure only to the benefit of the
parties  signatory to this Agreement and any persons receiving any consideration
in this reorganization.

     14. Costs.  Except as otherwise  provided herein or by separate  agreement,
the parties  shall each pay their own expenses and costs  incurred in connection
with  negotiating,  preparing and consummating the transactions  contemplated by
this  Agreement,  including  but not  limited  to fees  and  expenses  of  their
attorneys and accountants.

     15. Governing Law. This Agreement shall be construed, interpreted, governed
by and enforced in accordance  with the laws of the state of California  and the
parties  hereto  submit to  personal  jurisdiction  of such courts and waive any
objections based on lack of personal  jurisdiction,  improper venue or forum non
conveniens to the conduct of any proceeding in any such court

     16. Savings Clause.  In the event that any term of this Agreement is deemed
by any court of competent  jurisdiction to be overly broad in scope, duration or
area of  applicability,  the court considering the same shall have the power and
is hereby  authorized  and  directed  to limit such  scope,  duration or area of
applicability,  or all of them,  so that  such  term or  provision  is no longer
overly  broad and to enforce  the same as so limited.  Subject to the  foregoing
sentence,  in the  event  any  provision  of this  Agreement  will be held to be
invalid or  unenforceable  for any reason,  such invalidity or  unenforceability
will  attach  only to such  provision  and will not affect or render  invalid or
unenforceable any other provision of this Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have duly executed this Agreement
effective on the date first above written.

                              BIOMUNE SYSTEMS, INC.,
                              a Nevada corporation

                             By:  /s/ David G. Derrick
                                 ----------------------------------
                                  Its: President

                              CYPRESS SPRINGS LLC


                             By:  /s/ Ira E. Ritter
                                 ---------------------------------
                                  Its: Manager

                                 /s/ Ira E. Ritter
                                 ------------------------------------
                                 IRA E. RITTER

ACKNOWLEDGED AND AGREED:

                              ROCKWOOD COMPANIES LLC
                              a California limited liability company


                             By:  /s/ Ira E. Ritter
                                 ---------------------------------
                                  Its: Manager