EXHIBIT 10.5

                   MASTER AGREEMENT FOR PROFESSIONAL SERVICES

THIS  MASTER  AGREEMENT  ("the  Agreement"),  which  sets  forth  the  terms and
conditions of services to be provided by Symbion Research International, Inc., a
California  corporation  with its principal  place of business  located at 29219
Canwood Street,  Suite 100, Agoura Hills, CA 91301,  hereinafter  referred to as
"Symbion".  CytoDyn,  Inc., a Colorado corporation,  with its principal place of
business located at 4236 Longridge Ave. #302,  Studio City, CA 91604 hereinafter
referred to as, "CytoDyn",  is made effective as of the 1st day of October, 2003
by and between Symbion and CytoDyn.

NOW THEREFORE,  for and in consideration of the mutual covenants and obligations
by the parties hereto, it is agreed as follows:

1.   Scope of Services

     Symbion,  pursuant  to the pro  visions of this  Agreement,  as retained by
     CytoDyn to perform  consulting and contract research services in support of
     CytoDyn's interests in developing its product(s) for potential therapeutic,
     diagnostic, and/or other reasonable application(s).

2.   Responsibility of CytoDyn

     CytoDyn is responsible for determining  whether the services to be provided
     meet its  requirements.  CytoDyn shall provide Symbion with all information
     and data required to complete the work requested. CytoDyn shall act in good
     faith to fulfill  its  responsibilities  upen which  timely  completion  of
     Symbion's  tasks depends and. to provide  reasonable  and timely reviews of
     work as agreed by both Parties.

3.   Responsibility of Symbion

     Symbion agrees that the conduct of services  performed  hereunder  shall be
     undertaken  in  full  compliance   with  this   Agreement,   other  written
     instructions  from  CytoDyn  that  have  been  agreed  to by  Symbion,  and
     according to all applicable laws and regulations. Symbion shall not publish
     the results of the work conducted  under this  Agreement  except by mutual`
     agreement with CytoDyn,  but selected  representative(s)  of Symbion,  with
     Symbion's  agreement,  may be included as co-author(s) on publication(s) by
     CytoDyn or its representatives or collaborators.

4.   Financial Arrangements - Payment Schedule and Terms

     Symbion  will bill  CytoDyn for  consulting  services at a rate of $175 per
     hour for associate  director and director  level staff and $225 per how for
     vice president and president/CEO  level staff.  These rates may be reviewed
     annually   and   renegotiated   if   necessary   to  cover   increases   in
     salaries/professionaI    fees   resulting   from    cost-of-living/periodic
     salary/fee increases.


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     An advance  payment  will be made to Symbion in the amount of  $25,000;  of
     this  amount,  $5,000 will serve as a retainer  and $20,000 will be applied
     against  billing for  services  executed  under this  Agreement.  The final
     invoice(s) for services  rendered and expenses  incurred will reconcile the
     advance payment balance, if applicable with balance due from CytoDyn.  Upon
     the  termination of this  Agreement;  in the event that the sum of payments
     received  by  Symbion  exceeds  the  cost  of all  services  completed  and
     associated  expenses (due to advance  payment),  CytoDyn will be reimbursed
     the difference.

     CytoDyn shall reimburse  Symbion for all out of pocket expenses  (including
     but not limited to airfare,  ground  transportation,  hotel,  meals,  etc.)
     reasonably  incurred by Symbion or any  officers,  employees,  or agents of
     Symbion in -connection  with  performing  services under this Agreement and
     with the prior approval of CytoDyn.  CytoDyn shall reimburse  Symbion other
     reasonable expenses incurred which are incidental to the services performed
     hereunder and which have been approved in advance by CytoDyn.  Travel costs
     and  other  expenses  claimed  must  be  itemized.   The  invoice  must  be
     substantiated  by receipts  for  transportation  and lodging ane. all other
     items  for  expenses  amounting  to more than  $25.00  where  receipts  are
     normally  issued.  Payments  for services  and  reimbursement  for expenses
     incurred will be made within  fifteen (15) days after receipt by CytoDyn of
     an invoice from Symbion.

     For contract  research  services,  as those  performed  for clinical  trial
     conduct, Symbion will bill CytoDyn at rates that will be fully set forth in
     Project  Agreement(s)  which will be  attached  hereto;  each such  Project
     Agreement will be numbered individually and in sequence beginning with "No.
     1" and will become a part of and subject to this  Agreement.  Each  Project
     Agreement  shall be agreed  upon by both  parties  and shall set forth with
     specificity the following: (a) description of the project; (b) services and
     deliverables  to be  provided  by  Symbion;  (c) the budget  and  projected
     timeline for  completion of the Project;  and (d) the payment  schedule for
     such services and  deliverables.  Any changes or modifications to a Project
     Agreement  shall be mutually  agreed upon in  writing,  and  attached as an
     amendment to the  applicable  Project  Agreement  and thereby  incorporated
     herein.  Symbion  and CytoDyn  shall sign each  mutually  accepted  Project
     Agreement and any modification or change thereto. There shall be no minimum
     or maximum limit to the number of Project  Agreements  that the Parties may
     incorporate  under this  Agreement.  In the event that the terms of Project
     Agreement  conflict  with  the  terms of this  Agreement,  the term of this
     Agreement shall govern unless the Project Agreement specifically references
     this Agreement and indicates that the terms of the Project  Agreement shall
     govern.  CytoDyn  will be billed  for  services  completed  and  associated
     expenses on either a biweekly or monthly schedule.

5.   Term and Termination of Agreement

     This  Agreement  shall start on the effective  date set forth above and end
     when terminated in accordance with the following.


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     Either CytoDyn or Symbion may terminate  this Agreement for any reason,  by
     providing Sixty (60) days written notice to the other Party. In such event,
     a mutually agreeable schedule will be drawn up to facilitate the transition
     of  responsibilities  and, transfer of information  between the Parries. In
     the event of  termination,  Symbion  shall be  entitled  to payment for any
     portion of  services  completed  and for  expenses  incurred up to the date
     termination is effective. Additionally, Symbion shall be reimbursed any and
     all properly  incurred  non-cancelable  costs and expenses  which cannot be
     mitigated through Symbion's reasonable efforts and fees reasonably incurred
     to close-out  Symbion's  participation in services  undertaken for CytoDyn.
     Payment is due twenty (20) days after receipt by CytoDyn of an invoice from
     Symbion.  In the  event of  termination,  concurrent  with  final  payment,
     Symbion will provide to CytoDyn all the work  completed.  In the event that
     the  payments  received by Symbion  exceed the cost of the work  completed,
     CytoDyn will be reimbursed  the  difference  within twenty (20) days of the
     effective date of termination.

6.   Default

     Should  either  Party  default  in the  performance  of this  Agreement  or
     materially breach any of its provisions, the other party may terminate this
     Agreement if the  breaching  Party fails to cure the breach  within  thirty
     (30) days after  receipt of written  notice from the  non-breaching  Party,
     such notice specifying in writing the breach. For purposes of this section,
     material  breach of the  Agreement  shall  include,  but not be limited to,
     failure  to meet upon  milestones,  destruction  of  property,  dishonesty,
     theft, or any actions which would tend to disparage the business reputation
     of eithier Party in the community.

7.   Force Majeure

     A Party  shall not be liable  for its delay in  performance  or  failure to
     perform this  Agreement if such delay or failure is due to an act of God or
     any other occurrence beyond the control of such Party,  including,  without
     limitation, fire, earthquake, explosion, disease, war, invasion, terrorism,
     government  acts,  weather,  flood,  civic  unrest,  emargos,  or  strikes,
     provided  however  that the Party whose  performance  is affected  uses and
     continues  to  use  commerically   reasonable   efforts  to  overcome  such
     occurrence.

8.   Symbion/CytoDyn Relationship

8.1. Independent Contractor

     Symbion  shall  perform  all  of  the  work  under  this  Agreement  as  an
     independent contractor.  Neither Symbion or any officer, employee, or agent
     of Symbion is an employee, partner,  representative,  or joint venturer of,
     of with,  CytoDyn,  and nothing in this  Agreement  shall be  construed  to
     create such a relationship.  Neither Party shall have the power or right to
     bind or obligate the other.  Both Parties  acknowledge that neither Symbion
     nor any  officer,  employee,  or agent of Symbion is an employee of CytoDyn
     for state or federal tax purposes.


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8.2  Advisory Capacity

     Symbion will provide its best efforts and-opinions.  CytoDyn is responsible
     for final decisions concerning the use of the work provided.

8.3  Work with Computers

     Symbion and CytoDyn  agree that  during the term of this  Agreement,  or ay
     extension  or renewal  thereof,  Symbion may  contract  for work with other
     persons,  firms, or corporations engaged in the same or similar business as
     that of  CytoDyn,  provided  that  Symbion  does  not  disclose  or use the
     confidential information of CytoDyn.

8.4  Employment

     During the tern of this Agreement and for one (1) year after thetermination
     of this Agreement,  CytoDyn agrees that it will not hire,  offer employment
     to, or  otherwise  employ or retain  as an  independent  contractor  any of
     Symbion's officers,  employees, or agents without the prior written consent
     of Symbion.

8.5  Confidentiality

     Each party  agrees to treat any  confidential  or  proprietary  information
     provided by the disclosing party as the confidential and exclusive property
     of the disclosing party,  provided that this information (a) is not already
     in the public domain,  (b) is not previously  known to the receiving  party
     has  evidenced  by  its  written   records  (c)  not  consist  of  computer
     programming,  statistical methods of analysis, or clinical research methods
     developed by Symbion in completing this Agreement or independently from any
     work  performed  under this  Agreement;  (d) not  consist  of  information,
     inventions,  discoveries,  ideas, data, concepts, methods, know-how, and/or
     techniques  developed  before  independently  from any work performed under
     this  Agreement  (e) is not  furnisdhed  by a  third  party  not  bound  to
     confdentiality  with the disclosing pary, or: (f) is not required by law to
     be disclosed (but only to the of such requirement). The receiving party may
     disclose  confidential and proprietary  information of the disclosing party
     to its officers employees or agents, or to the disclosing party's officers,
     employees  or  authorized  agents/representatives,  as may be  neccssary to
     perform its obligations hereunder.  To that end, the receiving party agrees
     to take all reasonable  steps to ensure that  confidential  and proprietary
     information shall not be used by its officers, employees, and agents except
     on like terms of  confidentiality  as aforesaid,  and that it shall be kept
     fully private and confidential by them. The terms in this Paragraph survive
     the the termination or expiration of this Agreement.

 8.6 Ownership

     All  materials  provided  by CytoDyn  are deemed to be owned by CytoDyn and
     shall be returned at the  conclusion of the work covered by this  Agreement
     of upon the request of CytoDyn.  Except for Background  Technology (defined
     below), all information and


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     inventions  generated by Symbion under this  Agreement for CytoDyn shall be
     owned  by  CytoDyn  upon  receipt  of  payment  for  said  information  and
     inventions  in full by  Symbion,  except  as  specified  following  in this
     paragraph.  However,  nothing in this  Agreement  shall  prohibit  or limit
     Symbion's use of ideas,  concepts,  know-how,  methods,  code,  techniques,
     skill,  knowledge  and  experience  that were used,  developed or gained in
     connection with this Agreement or any Project Agreement, except with regard
     to any  confidential  information  of CytoDyn.  "Background  technology" is
     defined  as  all  computer  programming  methods,  statistical  mehtods  of
     analysis,  clinical research and other methodoloies,  objects,  subroutines
     and other  programs,  data and materials  developed or licensed  outside of
     this Agreerment and the Profject Agreement hereunder.  Symbion shall retain
     all rights and interest to its  confidential  and proprietary  information,
     including the Background Technology. All information by Symbion for CytoDyn
     under this Agreement  shall be delivered to CytoDyn  according to the terms
     of this  Agreement at the completion of this  Agreement,  or upon CytoDyn's
     request,  provided  that Symbion is in receipt of full payment for services
     performed  to generate  said  information.  Symbion  reserves the rights to
     information, inventions, discoveries,  improvements, ideas, data, concepts,
     methods,  know-how,  and techniques  propriety to Symbion or that have been
     developed by Symbion before the effective date of this Agreement.

8.7  Indemnification

     CytoDyn shall indemnify and hold harmless  Symbion and Symbion's  officers,
     employees,  and agents  from and against any  obligations,  costs,  claims,
     judgments,  attorney's  fees,  and  attachments  arising from or in any way
     connected with the services rendered hereunder,  including, but not limited
     to,  loss of data or loss of  revenue  unless  Symbion  is  guilty of gross
     negligence, reckless disregard of duties, or willful miscondent.

     Symbion shall idemnify and hold harmless CytoDyn,  its officer,  employees,
     and agents from and  against any an all  liability,  loss,  costs,  claims,
     judgments,  and attorneys' fees on account of injuries (including death) to
     Symbion or any of  Symbion's  officers,  employees,  agents,  or, loss ofor
     damage to their or  Symbion's  property  arising out of or resulting in any
     manner from or  occurring  in  connection  with  Symbion's  performance  of
     services  hereunder  unless  caused  by  the  gross  negligence,   reckless
     disregard of duties, or willful misconduct of CytoDyn.

9.   Previous Agreement

     This Agreement  institutes the entire agreement  between the Parites hereto
     relating to the subject  matter  hereof,  an supersedes  all previous oral,
     written, and all contermporaneous oral agreements or understandings between
     the  Parties.  This  Agreement  may not be modified or amended  except by a
     written agreement signed by both Symbion and CytoDyn.


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10.  Severance

     If any one or more  provisions  of this  Agreenient  shall  be  found to be
     illegal or  unenforceable  in any  respect,  the  validity,  legality,  and
     enforceability of the remaining provisions shall not in any way be affected
     or imparied thereby,  provided the surviving Agreement  materially compares
     with the original Parties' intent.

11.  No Assignment

     The rights and obligatins of each party under this Agreement shall bind and
     inure to the benefit of its  succesors,  if  applicable.  Neither party may
     assign this Agreement or any rights or duties  hereunder to any other party
     without prior written consent of the other party.

12.  Governing Law

     Symbion and CytoDyn agree that any dispute  arising under this Agreement or
     as a  result  of the  relationship  created  by  this  Agreement  shall  be
     submitted to binding arbitration in Los Angeles, California. This Agreement
     shall be deemed  entered into and  performed by both Paries in the State of
     California and sha11 be construed and  interpreted  in accordance  with the
     laws of the State of California

13.  Headings

     The  heading of this  Agreement  are  intended  solely for  convenience  of
     reference and shall be given no effect in the  construction  interpretation
     of this Agreement.

14.  Counterparts

     This  Agreement may be executed  simultaneously  in multiple  counterparts,
     each of which shall be deemed to be an original  but all of which  together
     shall constitute one and the same Agreement.

IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be executed by
duly authorized representatives.

SYMBION                                        CYTODYN

Symbion Research International Inc.            CytoDyn, Inc.

By: /s/ Peggy C. Pence. Ph.D.                  By: /s/ Allen D. Allen
   ----------------------------------             ------------------------------
        Peggy C. Pence. Ph.D.                          Allen D. Allen

Title: President & CEO                         Title: Chairman, President & CEO

Date: February 24, 2004                        Date: January 10, 2004
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