EXHIBIT 10.4

                          CONDITIONAL LICENSE AGREEMENT

         THIS CONDITIONAL  LICENSE  AGREEMENT  ("Agreement") is made and entered
into as of the 24th day of February, 2000 ("Effective Date"), by and between, on
the one hand;  Allen D. Allen  ("Allen") and CytoDyn of New Mexico,  Inc., a New
Mexico   corporation   ("CytoDyn")  (Allen  and  CytoDyn  are  individually  and
collectively  referred  to  herein  as  "Inventor"),  and,  on the  other  hand,
Amerimmune, Inc., a Colorado corporation ("Amerimmune").

                                    RECITALS
                                    --------

         A. Inventor has developed  certain  technolgy that is more specifically
described  on  Exhibit A hereto  (the  "Technology")  and  claims  rights to the
trademarks  CYTODYN  and  CYTOLIN  and  the  goodwill  associated  herewith  and
registrations and applications for registration thereof (the "Marks"):

         B. Inventor has previously  entered into a Termination  and Shareholder
Agreement  dated  August 1, 1998 with Three R  Associates,  Inc.,  a  California
corporation  ("3R"), concerning the assignment to 3R of all rights of Inventor
in and to the Technology and the Marks.

         C.  Pursuant to that certain  Patent and Trademark  License  Agreement,
dated October 24, 1998 between 3R and Amerimmune  (the "3R License  Agreement"),
Amerimmune  has worldwide  exclusive  right and license in and to the Technology
and the Marks from 3R.

         D. Inventor has  represented  to  Amerimmune  that  circumstances  have
arised  leading  Inventor  to  question  Inventor's  transfer,  if  any,  of the
Technology and the Marks to 3R.

         E. In the event that Inventor's transferof rights to the Technology and
the Marks to 3R was ineffective,  invalid or in any manner inoperative or in the
event that rights in and to the Technology and the Marks otherwise  revert to or
are  acquired  by  Inventor,  Amerimmune  desires to obtain from  Inventor,  and
Inventor is willing to grant to Amerimmune,  an exclusive  worldwide  license in
and to the Technology and the Marks on the terms contained in this Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
convenants contained herein, the parites hereto hereby agree as follows:

I.  DEFINITIONS.  The  following  terms shall have the  following  meanings  for
purposes of this Agreement:

         1.1   Allen. "Alien" shall mean Allen D. Allen.


         1.2   Amerimmune.  "Amerimmune" shall mean Amerimmune, Inc., a Colorado
corporation which is a wholly owned subsidiary of API.

         1.3  API. "API" shall mean Amerimmune Pharmaceuticals, Inc., a Colorado
corporation.

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         1.4   Confidential Information.  "Confidential Information" shall' mean
(i) the Know How and the Trade Secrets, as defined in Exhibit A attached hereto,
and (ii) all  confidential  information  or trade  secrets  of, on the one hand,
Amerimmune or its  affiliates,  including  without  limitation  API, and, on the
other  hand,  Inventor  or its  affiliates,  disclosed  orally,  in  writing  or
otherwise by one party, to the other party, or to their  respective  affiliates,
officers,  agents  or  employees.  In  order  to be  included  in  "Confidential
Information"  pursuant to (ii) in the preceding  sentence,  the disclosing party
must mark written  disclosures  as  "Confidential"  or must give written  notice
identifying the Confidential Information within five (5) business days after the
disclosure.   "Confidential   Information"   shall  not  be  deemed  to  include
information  that is publicly  known or that becomes  publicly  known through no
fault of Inventor (with repect to  Amerimmune's  Confidential  Information),  or
through  no  fault  of   Amerimmune   (with  respect   Inventor's   Confidential
Information).

         1.5   Inventor.  "Inventor" shall mean Allen and CytoDyn of New Mexico,
Inc., a New Mexico corporation, individually and collectively.

         1.6   License.  "License shall mean the  license  granted  pursuant  to
Section 2.1 hereof.

         1.7   License Condition: "License Condition" shall mean that Inventor's
transfer of rights to the  Technology  and the Marks to 3R is held by a court or
arbitrator of competent  jurisdiction,  or by agreement between Inventor and 3R,
to have been ineffective, invalid or in any manner inoperative, or the rights in
and to the  Technology  and the Marks  otherwise  revert to or are  acquired  by
Inventor.

         1.8   Licensed Products.  *Licensed  Products"  shall mean all products
and/or  services that (i) are developed,  manufactured,  marketed,  distributed,
imported   and/or  sold  by  Amerimmune  or  its   successors,   assigns  and/or
subtlicensees,  in connection with the Marks, and/or (ii) incorporate or utilize
or are manufactured using any of the Technology.

         1.9   Loan Agreement. "Loan Agreement" shall mean the Amendment to Loan
Documents of even date herewith between  Amerimmune and Allen attached hereto as
Exhibit B.

         1.10 Marks. "Marks" shall mean all worldwide rights in and to the marks
CYTODYN  and CYTOLIN and all  goodwill  appurtenant  thereto and all present and
future U.S. and foreign registrations and applications for registration thereof,
any  corporate  names and trade names for terms  similar to CYTODYN and CYTOLIN,
and the domain name registration for CYTOLIN.

         1.11  Technology.  "Technology"  shall  have the  meaning  set forth on
Exhibit A attached hereto.

         1.12 Term. "Term" shall mean the period set forth in Section II hereof.

         1.13  3R. "3R"  shall  mean  Three R  Associates,  Inc.,  a  California
corporation.

<PAGE>


         1.14   3R License Agreement.  "3R  License  Agreement"  shall mean that
certain Patent and Trademark License Agreement dated October Z8, 1998 between 3R
and Amerimmune.

2.       LICENSE OF RIGHTS TO MARK AND TECHNOLOGY
-------------------------------------------------

         2.1  License.  In the event that the License  Condition  is  satisfied,
Inventor shall be deemed to have granted to Amerimmune,  and Amerimmune shall be
deemed  to  have  accepted,  an  irrevocable  (subject  to  the  terms  of  this
Agreement),  exclusive,  worldwide right,  license and privilege  (including the
right to sublicense  subject to the terms,  of this  Agreement) to use the Marks
and the Technology (as now owned or hereafter acquired by Inventor or Inventor's
successors  or  assigns)  during the Term in  connection  with the  development,
manufacture, use, marketing, distribution, import, offer for sale and/or sale of
Licensed  Products.  Except as otherwise set forth herein, the foregoing license
shall be exclusive even with respect to Inventor,  and Amerimmune shall have the
right to use such names and marks,  including  without  limitation the Marks, in
connection with labeling,  packaging and advertising the Licensed  Products,  as
Amerimmune  shall determine in its sole  discretion;  but (i) nothing  contained
herein shall be construed to require  CytoDyn to change its corporate name or to
prevent CytoDyn from utilizing "CytoDyn" as its corporate name or as an Internet
domain name,  and (ii) neither  Amerimmune  nor Inventor  shall use "cytolin" in
whole or part as an active  Internet  domain  name,  but either may use the term
"CYTOLIN" in articles and discussions  appearing at their  respective web sites.
Amerimmune may use Allen's name and  bibliography and biography (as permitted by
law) in promoting Licensed  Products,  but shall take reasonable steps to ensure
that any such uses preserve Allen's good reputation.

         2.2 Further Assurances: Cooperation.

                  (a) Notification. Inventor shall immediately notify Amerimmune
in  writing  in the  event  of  the  (i)  transfer  or  reversion  of any of the
Technology or Marks to, or the  acquisition of any of the Technology or Marks by
Inventor or any affiliate of Inventor,  or (ii)  acquisition  by Inventor or any
affiliate  of  Inventor  from 3R of any  capital  stock or any proxy  (including
without  limitation  a return of any proxy  previously  granted  to 3R) or other
right to vote the stock of API and/or Amerimmune.

                  (b)  Cooperation.  Inventor  shall execute such  documents and
instruments  as' Amerimmune  shall  reasonably  request from time to time to the
license  herein  granted,  and may cause such  documents or  instruments,  to be
recorded in the records of the United States Patent and Trademark Office ("PTO")
and such other offices as Amerimmune shall deem appropriate.

                  (c)  Documentation.  Frin time to time following  execution of
this  Agreement,  Inventor  shall  furnish to  Amerimmune  all  information  and
documents  regarding the Technology and the Marks,  including without limitation
research and development  reports and all other data relating to the Technology,
as shall be reasonably requested by Amerimmune.

         2.3 Patent Marking.  Amerimmune shall mark all Licensed Prodcuts or the
packaging for such  Licensed  Products  with patent  numbers in accordance  with
statutory  requirements and prudent practice pursuant to industry standards and,
pending the issue of any patents covering the


<PAGE>

Licenced  Products,  shall  cause the term  "Patent  Pending"  to appear on such
Licensed Products or the packaging for such Licensed Products.

         2.4 Protection of Rights

                  (a)  Prosecution.  Amerimmune  may apply for  patent and trade
mark  protection  for the Techwfogy and the Marks in the name of Inventor in all
countries of the world,  or Inventor shall file such  applications in Inventor's
name as Amerimmune  shall reasonably  request;  all of which shall be subject to
the License,  using  counsel of Amerimmune  choice.  Inventor  shall  diligently
prosecute  and maintain  or, at  Amerimmune's  election,  shall  cooperate  with
Amerimmune  in  prosecuting  and  maintaining  all such,  patent and-  trademark
applications, patents and trademark registrations, using counsel of Amerimmune's
choice. Inventor shall execute all papers,  documents, and instruments necessary
to  enable  Amerimmune  to cause to be  prepared,  filed  and  prosecuted,  such
applications for letters patent and trademark  registration in such countries of
the world as Amerimmune  shall, in its sole discretion,  determine is advisable.
Notwithstanding   anything   else   contained   in   this   Agreement,   neither
Amerimmune/API   nor  a  patent  or   trademark   attorney   or  agent  used  by
Amerimmune/API  pursuant  to this  Agreement  shall  have power of  attorney  to
assign,  transfer, sell or register the patents or Marks owned by or applied for
in the name of Inventor. The patent attorney used by Amerimmune pursuant to this
paragraph shall possess the specialized qualifications enumerated in Exhibit F.

                  (b) Notices.  Throughout  the Term,  Inventor  shall  promptly
notify Amerimmune in writing of all patent and trademark applications,  patents,
and trademark  registrations  with respect to any of the Marks or the Technology
that are being  prosecuted or maintained by Inventor,  and all changes of status
of any such patent,  applications or registrations,  accompanied by complete and
accurate copies of all documents pertaining thereto.  Within a reasonable period
of time  before  deadlines  of or due  dates  relating  to any such  patent  and
trademark applications, patents and trademark, Inventor shall provide Amerimmune
with copies of all relevant documentation so that Amerimmune may be informed and
apprised of the continuing prosecution and maintenance,  and provide substantive
comment and input thereon. In the event that Amerimmune from time to bale during
the Term  provides  directions to Inventor in connection  with  prosecution  and
maintenance  of such patent and  trademark  applications,  patents and trademark
registrations,  Inventor shall comply with the  directions  given by Amerimmune,
provided such directions are reasonable.

                  (c)  Reimbursement.  Amerimmune  shall  directly  pay or shall
reimburse  Inventor  for all  fees  and  costs  (including  but not  limited  to
attorneys',  engineering  and drafting  fees) that are  authorized in advance by
Amerimmune for preparing,  filing,  prosecuting  and  maintaining the patent and
trademark   applications,   patent  and  trademark  registrations  covering  the
Technology and the Marks.  Inventor shall provide  Amerimmune with documentation
to support  these  costs upon  request of  Amerimmune.  Inventor  shall  provide
periodic  statements  to  Amerimmune  showing  the  amount to be  reimbursed  to
Inventor under the provisions of this Section 2.4(d),  Payment to Inventor shall
be due within  thirty (30) days of the date of these  statements.  If Amerimmune
does not  reimburse  Inventor  or notify  Inventor  in  writing  of a good faith
dispute over the amount  required to be  reimbursed  within  thirty (30) days of
receipt of a  statement  from  Inventor,  Inventor  shall have the right to give
Written  Notice  pursuant to Section 11.2 hereof to  terminate  the License with
respect  to  such  patent  or   trademark   application,   patent  or  trademark
registration for which reimbursement has not been paid.



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<PAGE>

3.       CONSIDERATION
         -------------

         In  consideration  for entering  into this  Agreement,  Amerimmune  has
agreed to advance an additional $50,000 to Inventor pursuant to the terms of the
Loan Agreement.  In addition,  as consideration for the License, upon Inventor's
delivery to  Amerimmune  of evidence  satisfactory  to  Amerimmune  that (i) the
License  Condition has been  satisfied with respect to all of the Technology and
the Marks, and that (ii) Amerimmune's obligations under the 3R License Agreement
have terminated,  Amerimmune  agrees to continue to pay to Inventor directly the
consideration  provided  for in  Section  4(b) of th 3R  License  Agreement  and
Section 2 of Letter Agreement dated August 1, 1998 (which Section, together with
the definitions for "Inventor" and "Licensee" from the 3R License  Agreement and
Letter Agreement,  both attached hereto as Exhibit C and are herein incorporated
by  reference)  and to take such other  actions as are provided for in Exhibit D
attached hereto.

4.       SURRENDER OF STOCK
         ------------------

         In the event that Inventor hereafter  directly or indirectly  acquires,
purchases  (other than bona fide cash  purchases of API common stock in the open
market at prevailing market prices),  is awarded or otherwise  receives from 3R,
the current stockholders of 3R, or their respective  affiliates or successors in
interest any shares of capital stock of API and/or  Amerimmune,  Inventor  shall
immediately for no additional  consideration surrender to API and/or Amerimmune,
as  applicable  all such shares of capital  stock of API and/or  Amerimmune  for
return to treasury stock.

5.       CONFIDENTIALITY

         Each  of  Amerimmune   and  Inventor  shall  regard  and  preserve  the
Confidential  Information  of the other  party as secret and  confidential,  and
shall not publish or disclose any Confidential Information in any manner without
the prior written  consent of the other party.  Each of Amerimmune  and Inventor
shall use the same  level of care to  prevent  disclosure  of the other  party's
Confidential  Information  that it exercises in protecting its own  Confidential
Information  and shall in any event take all  reasonable  precautions to prevent
the  disclosure  of  Confidential  Information  to any  third  party.  Except as
otherise provided herein, before disclosing Confidential  Information to a third
palsy ("Recipient"), the disclosing party shall obtain a written commitment from
the Recipient to observe the confidentiality  provisions of this Section 5. Each
party acknowledges and agrees that, in addition to any other available rights or
remedies,  a  disclosing  party  shall  be  entitled  to  specific  performance,
injunctive  relief and any other  equitable  remedy for the breach or default or
threatened  breach or default of this  Section 5 and waives any  defense  that a
remedy  at law or  damages  is  adequate.  In  addition  to the  confidentiality
provisians  described above,  Inventor agrees to be bound by the confidentiality
provisions contained in Exhibit G attached hereto. Neither party shall publicize
the terms of this Agreement without the prior written consent of the other party
(except as required in connection with any legal  proceeding or arbitration,  as
required by law, or to the extent  reasonably  required in  connection  with any
merger, acquisition, reorganization, capital or financing transaction), but each
party  shall  have the  right to  publicize  the  existence  of this  Agreement.
Inventor  shall have the right to publish  the  results  of any  studies  and/or
trials in  connection  with the  Technology  that  confirms  (as opposed to that
contradicts) information or study results already in the public domain.


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<PAGE>

6.       QUALITY CONTROL
         ---------------

         Amerimmune  agrees to maintain  reasonable  quality standards common in
the industry for the Licensed  Products to be  distributed or sold by Amerimmune
in connection  with any of the Marks or.  Technology,  and Amerimmune  agrees to
manufacture or have  manufactured such Licensed Products in accordance with such
standards.  Inventor or its designated  representatives  shall have the right to
inspect the materials,  manufacturing sites and processes employed by Amerimmune
in  connection  with,  and  samples of,  such  Licensed  Products to assure that
Inventor  that  such  quality  standards  are  being  complied  with.  Any  such
inspection  shall be preceded by at least two (2) full  business  days'  advance
written notice, and shall be at Inventor's sole cost and expense.

7.       IMPROVEMENTS
         ------------

         Amerimmune shall have the right to improve through its own research and
development.  All such  improvements  that do not  infringe  the  claims  of the
Patents shall be the property of Amerimmune,  and improvements that infringe the
claims of the Patents shall be the property of Inventor, but still be subject to
the License.  Amerimmune and Inventor  promptly notify the other of improvements
to the  Technolgy  which either party shall invent,  create,  develop or acquire
during the Term.

8.       REPRESENTATIONS, WARRANTIES AND COVENANTS

                  8.1 Authority. Each party represents and warrants to the other
party that (i) this Agreement has been duly  authorized,  executed and delivered
by it and that this  Agreement  is  binding  obligation  of it,  enforceable  in
accordance with its terms, subject, as to enforcement of remedies, to applicable
bankruptcy,  insolvency,  moratorium,   reorganization  or  other  similar  laws
affecting creditors' rights generally, and to general equitable principles,  and
(ii)  such  party's  performance  under  this  Agreement  will not  violate  any
agreement with any third party or any federal, state or local law or regulation.

                  8.2  Title;   Validity;   Infringment.   Inventor  represents,
warrants and covenants to Amerimmune  that: (i) Investor is the sole inventor of
the inventions included in the Technology; (ii) except for rights claimed by 3R,
Iventor is the sole owner of all right,  title and  interest  interest in and to
the Technology  and the Marks;  (iii) Inventor has not done or omitted any act ,
nor shall  Inventor do or omit any act,  which would  impair the validity of the
Technology or the Marks or any part thereof or Inventor's  ability to effect the
transactions  contemplated  by  this  Agreement;  (iv)  all of  the  statements,
declarations  and claims made in any  application for letters patent included in
the  Technology  are true,  and correct in all respects and Inventor knows of no
prior art not disclosed is such  applications;  (v) except for rights claimed by
3R, Inventor has the sole right and full power to license the Technology and the
Marks  to  Amerimmune,  and no  consent  of any  other  party  is  necessary  or
appropriate to the consummation of the transactions contemplated to be performed
by Inventor under this Agreement;  (vi) with the exception of rights assigned by
Inventor to 3R and licenses that have heretofore,  been terminated in accordance
with their terms, Inventor has not granted, nor prior to or during the Term


                                       6
<PAGE>

shall Inventor  grant,  any interest in or to the Technology or the Marks by way
of assignment, license, encumbrance,  obligation,  agreement, security interest,
lien,  option or otherwise to any third  party;  (vii) to the best  knowledge of
Inventor  and its officers  and  director,  the  Technology  and the Marks,  and
Amerimmune's  exploration  of  the  right  licensed  thereto  pursuant  to  this
Agreement,  does not and will not  infringe  any  valid  patent,  trade  secret,
copyright,  trademark of other  proprietary right of any thrid party; and (viii)
Inventor  and its  officers  and  directors  are mot  aware  of any  present  or
potential third party infringement of the Technology or the Marks, except as set
forth on Exhibit E attached hereto.

         8.3 Certain  Representations,  Warranties  and Covenants of Amerimmune.
Amerimmune  represents,  warrants and covenants to Inventor that: (i) Amerimmune
has not done or omitted any act, nor shall  Amerimmune do or omit any act, which
would impair the validity of the Technology or any part thereof or  Amerimmune's
ability  to  effect  the  transactions  contemplated  by  this  Agreement;  (ii)
Amerimmune has not  sublicensed  any interest in or to the Technoly or the Marks
to any third party,  and (iii) Amerimmune and its officers and directors are not
aware of any present or potential third party infringement of the Technology.


         8.4 Acknowledgment by Amerimmune. Amerimmune acknowledges that Inventor
has advised  Amerimmune  that a License  from  Coulter  Immunology,  Inc. may be
required for Amerimmune to manufacture S6F2 Antibodies.

9.       INFRINGEMENT

         9.1 Third  Party  Infringement.  If  Inventor  learns of facts  that it
concludes may constitute an  infringement  of any of the Technology or the Marks
by any third  party,  Inventor  shall  promptly  notify  Amerimmune  in writing,
setting forth such facts and the basis for its conclusion, and include with such
notice any other reasonably available evidence in support thereof.

                  (a)   Substantial   Infringements.   Ameriimmune   shall  take
appropriate action at Amerimmune's expense against  "Substantial  Infringements"
of the Technology or the Marks ("including  without  limitation filing a lawsuit
or arbitration against such third party infringer,  if necessary).  For purposes
hereof, a "Substantial  Infringement"  shall be an infringement of Technology or
Marks (i) where failure by Amerimmune to take  appropriate  action  against such
infringement  would result in partial or total loss or  abandonment of rights to
the infringed  Technology and/or Marks, or (ii) if the infringement has resulted
in more more than a 25% reductions in sales of Licenced  Products in any country
after  introduction  into the market in such country of the infringing  product.
Unless  Inventor agrees  otherise in writing,  Amerimmune's  failure to commence
appropriate  action against a Substantial  Infringement  within thirty (30) days
after learning or receiving written notice of such infriingement shall result in
the termination of the License in such country with respect to the Marks (if one
of the  Marks  is the  subject  of the  such  Substantial  Infringement)  or the
infringed Technology.

                  (b) Other Infringements.  Amerimmune shall have the right, but
not thr  obligation,  at  Amerimmune's  expense  to  take  such  action  against
infringements  other  than  Substantial  o  Infringements  as  Amerimmune  deems
appropriate. If Amerimmune declines to take action (i.e. send



                                        7

<PAGE>

demand  letter,  file lawsuit)  against an infringer  within thirty (30) days of
receipt of notice thereof from  Inventor,  Inventor shall have the right to take
action  against  such  infringer  upon giving at least  fifteen  (15) days prior
written notice.  Amerimmune  shall have the right to participate in such action,
at  Amerimmune's  expense.  Inventor shall not settle any action against a third
party  infringer  of the  Technology  or the Marks  without  Amerimmune's  prior
written consent, which consent shall not be unreasonably withheld.

                  (c)  Recovery.  Amerimmune  shall be entitled to any  monetary
award,  judgment  or  settlement  resulting  from  action  brought  or  taken by
Amerimmune  against a third party  infringer.  Inventor shall be entitled to any
monetary award, judgment or settlement resulting from action brought or taken by
Inventor  against a third  party  infringer.  Any  monetary  award,  judgment or
settlement  resulting  from action  brought or taken jointly by  Amerimmune  and
Inventor  shall be divided  between  Amerimmune and Inventor pari passu based on
each party's financial contribution towards such result.

         9.2 Nominal Plaintiff:  If any infringement  action, suit or proceeding
is brought  hereunder by Amerimmune  to enforce any rights in the  Technology or
the  Marks,  Inventor  shall upon  request  and at the  expense  of  Amerimmune,
cooperate with  Amerimmune  and be named,  joined and  participate  therein as a
nominal plaintiff.

10.      INDEMNIFICATION
         ---------------

         10.1 Inventor Indemnification.  Inventor shall infemnify,  harmless and
defend Amerimmune and its officers,  directors,  employees,  representatives and
agents;  from  and  against  any and all  claims,  demands.  lawsuits,  actions,
proceedings,  liabilities,  losses, damages, fees, costs and expenses (including
without  limitation  attorneys'  fees and costs of  investigation  and  experts)
resulting  from or arising out of (i) any breach by Inventor of this  Agreement,
including without limitation any breach of the  representations,  warranties and
covenants  of Inventor  hereunder,  (ii) any claim by 3R or any other party that
this Agreement  represents as  interference  with a contractual  relationship or
otherwise  violates  such party's  rigts,  or (iii) any claim that  Amerimmune's
exploitation  of any  rights in the  Technology  and the Marks  herein  licensed
infringes  or voilates  any patent,  copyright,  trademark or other right of any
third  party  unless any such  infringement  or  violation  is due to actions or
inactions by  Amerimmune  other than by reason of  Amerimmune's  exercise of its
rights licensed pursuant to this Agreement; but Amerimmune shall not be entitled
to  indemnification   hereunder  for  infringement   exclusively  resuling  from
Amerimmune's improvements to the Technology.

         10.2  Amerimmune  Indemnification.  Amerimmune  shall  indemnify,  hold
harmless  and  defend   Inventor  and  its   officers,   directors;   employees,
representatives  and  agents,  from and  against  any and all  claims,  demands,
lawsuits, actions,  proceedings,  liabilities,  losses, damages, fees, costs and
expenses   (including   without   limitation   attorneys'   fees  and  costs  of
investigation  and experts)  resulting  from or arising out of (i) any breach by
Amerimmune of this  Agreement,  including  without  limitation any breach of the
representations,  warranties and covenants of Amerimmune hereunder, and (ii) the
use  of  the  Licensed  Products  (including  without  limitations  any  product
liability claims) and/or the development,  manufacture,  marketing, distribution
and/or sale by Amerimmune of the Licensed


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<PAGE>

Products (except for infringement  claims covered by Section 10.1(iii) above) In
addition,  Amerimmune  shall  require  any  sublicensee  to agree  to  indemnify
Inventor  from and against all product  liability  claims by persons  purchasing
Licensed Products from such sublicensee and/or its agent of distributors.

11.      TERM.

         11.1 Term.  The term of the License  shall  commence as of the later of
(i) the date first above written, or (ii) the date that the License Condition is
satisfied;  and shall  terminate  (i) with  respect to the  Patents or any other
patents covered by this Agreement,  upon the expiration of the last to expire of
such Patents or patents;  (ii) with  respect to the Know-how and Trade  Secrets,
and any improvements  thereto, and the Marks, upon termination of this Agreement
as provided  in Section  11.2  below;  it being the intent of the parties  that,
absent  such  termination,  the license  with  respect to such  Know-how,  Trade
Secrets, and any improvements thereto, and Marks shall be in perpetuity.


         11.2  Termination.  Inventor may  terminate  the License for a material
breach  of  this  Agreement  by  Amerimmune  by  delivering  written  notice  to
Amerimmune setting forth that Amerimmune is in material breach of this Agreement
and  specific  statement  of such  material  breach or  breaches  (the  "Written
Notic"). The License will terminate (A) 30 days after the receipt of the Written
Notice (i) if material  breaches  capable of being corrected within such 30 days
have not been  corrected,  or (ii) for  material  breaches  not capable of being
corrected within 30 days of receipt of the Written Notice, if correction of such
breach  is  not  commenced  within  such  30,  days  and  prosecuted  reasonably
diligently therafter,  and (B) immediately upon receipt of the Written Notice in
the case of material breaches incapable of being corrected.

         11.3 Effect of Termination. Upon termination of the License, Amerimmune
shall transfer to Inventor all rights which  Amerimmune may have, if any, to the
Technology  and the  Marks,  and all  rights  to any  sublicenses  may have been
granted pursuant to terms hereof.

12.      NOTICE

         Any notice or other  communication  hereunder  must be gives in writing
and either (i)  delivered in person,  (ii)  transmitted  by telex,  facsimile or
telecopy  mechanism provided that any notice so given is also mailed as provided
hereiin,  (iii)  delivered  by Federal  Express or similar  commercial  delivery
service or (iv)  mialed by  certified  mail,  postage  prepaid,  return  receipt
requested,  to the party to which such notice or communication is to be given at
the adress set forth on the  signature  page of this  Agreement or to such other
address or to such other  person as either party shall have last  designated  by
such notice to the other party. Each such notice or other communciation shall be
effective (i) if given telex, facsimile or telecopy mechanism, when transmitted,
(ii) if given by mail, two (2) days after such communication is deposited in the
mails and addressed as aforesaid,  (iii) if given by Federal  Express of similar
commercial  delivery service one (1) business day after such  communications  is
deposited with such service and addressed as aforesaid, and (iv) if given by any
other means, when acutally delivered at such address.


                                       9
<PAGE>

13.      DISPUTE RESOLUTION BY REFEREE
         -----------------------------

         Amerimmune and Inventor agree to waive the right to a jury trial and to
submit  any  disagreement  or  controversy  arising  under or  relating  to this
Agreement  or  subjet  matter  hereof  for  resolution  by a trial  on  Order of
Reference.  Such trial shall be conducted by a retired  judge of justice  having
expertise in commerical  disputes and who is  acceptable  to both  parties.  The
retired  judge or justice  shall be  appointed  pursuant  to the  provisions  of
California  Code of Civil  Procedure  ss.638(1)  or any  amendment,  addition or
successor  section  thereto.  If the  parties are unable to agree upon a retired
judge or justice panel to act as referee,  then upon petition by either party to
the presiding  judge of the Superior  Court of the State of  California  for the
County of  Los-Angeles,  Central  District for such other judge as the presiding
judge may designate for such purpose),  such shall in his or her sole discretion
select one retired judge or justice who shall serve as the referee. Such referee
shall hear the  dispute or  controversy  until the final  determination  thereof
pursuant to Article VI,  Section 21 it of the California  Constitution,  Section
638 of the  California  Code  of  Civil  Procedure,  and  Rule  244.1(a)  of the
California Rules of Court. The referee shall conduct such reference  proceeding,
including  making  orders  relating  to  discovery  to take place in  connection
therewith,  so that the period of time from such referee's appointment until the
reference  proceeding is concluded is no longer than six (6) months (such period
is directory only and a failure to conclude such  proceeding  within such period
shall result in a loss of  jurisdiction  by the referee).  The  referee's  award
shall be in writing and shall  include a statement  of decision,  in  accordance
with Section 1632 of the California Code Civil Procedure.  The parties shall pay
in  advance  to the  referee,  the  estimated  reasonable  fees and costs of the
reference as may be specified in advance by the referee. The parties shall share
equally,  by paying their proportionate  amount, the fees of the reference.  The
parties intend this general reference agreement to be specifically enforceable.


14.      GOVERNING LAW
         -------------

         This Agreement and the legal relations the parties shall be governed by
and construed in  accordance  with the laws of the State of  California,  except
where such are governed exclusively by federal law.

15.      RELATIONSHIP
         ------------

         Each party shall conduct all business in its own name as an independent
contractor.  No  joint  venture,  partnership,   employment  agency  or  similar
management is created between  parties.  Neither party has the right or power to
act for or on behalf of the other in any  respect,  to  pledge  its  credit,  to
accept any  service of process  upon it, or to receive any notices of any nature
whatsoever on its behalf.

16.      SEVERABILTY
         -----------

         If any provision of this Agreement is determined to be illegal, invalid
or otherwise  unenforceable by a court of competent  jurisdiction  then, to that
extent and within the jurisdiction in



                                       10
<PAGE>


which it is illegal, invalid or unenforceable, it shall be limited, construed or
severed  and  deleted  from this  Agreement,  and the  remaining  extent  and/or
remaining  portions  hereof shall  survive,  remain in full force and effect and
continue  to be  binding  and shall not be  affected  except  insofar  as may be
necessary to make sense hereof,  and shall be  interpreted to give effect to the
intention of the parties insofar as that is possible.

17.      BREACH: REMEDIES
         ----------------

         In the event of a breach of this  Agreement,  the  non-breaching  party
shall be entitled to exercise any right or remedy available to it hereunder,  at
law or in equity,  indluing  without  limitation -- specific  enforcement of the
terms hereof. The exercise of any right or remedy available to a party shall not
preclude the  concurrent or  subsequential  exercise by it of any other right or
remedy and all rights remedies shall be cumulative.

18.      ENTIRE AGREEMENT
         ----------------

         This  Agreement  (including  Exhibits  A-G  attached  hereto  which are
incorporated  by this  reference)  contains  the entire  agreement  between  the
parties with respect to the subject  MATTER hereof and  supersedes  all previOus
negotiations,  agreements,  arrangements and understandings  with respect to the
subject matter hereof.

19.      INTERPRETATION
         --------------

         The normal rule of construction  that an agreement shall be interpreted
against the  drafting  party shall not apply.  In this  Agreement,  wherever the
context so requires, the masculine,  feminine or neuter gender, and the singular
or plural number or tense, shall include the others.

20.      AMENDMENT AND WAIVER
         --------------------

         Neither  this  Agreement  nor  any of its  provisions  may be  amended,
modified or waived except in a writing duly executed by an authorized officer of
the party to be bound thereby.

21.      SUCCESSORS AND ASSIGNS
         ----------------------

         This Agreement  shall be binding upon and shall inure to the benefit of
the parties and their respective legal representatives, successors and assigns.



                                       11
<PAGE>

22.      COUNTERPARTS

         This  Agreement  may be executed in one or more  counterparts,  each of
which shall be deemed to be an original,  and such  counterparts  together shall
constitute the agreement.

         IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the day and year above written.

 /s/ Allen D. Allen                    Amerimmune, Inc.
-------------------------------        21550 Oxnard Street, Suite 830
Allen D. Allen                         Woodland Hills, California 91367
4236 Londgridge Avenue #302            Facsimile:(310)768-2026
Studio City, California  91604
Facsimile:____________________         BY:  /s/ Rex H. Lewis
                                          ----------------------
                                       Name: Rex H. Lewis


Facsimile:____________________         Consent of spouse of Allen D. Allen
                                       The unersigned, who is the wife of Allen
                                       D. Allen, consents to the terms of the
Name _________________________         foregoing Agreement.
Title:________________________




<PAGE>

                                    EXHIBIT A

                                   TECHNOLOGY

"Technology" shall mean the Patents, Patent Rights, Know-hoe, Products and Trade
Secrets, as such terms are hereafter defined,  existing upon commencement of the
Term (as such term is defined in the Agreement),  together with any improvements
to any of the  foregoing  invented,  created,  developed or acquired by Inventor
during the Term.

The  "Patents"  shall  mean all right,  title and  interest  in the  inventions,
processes  and  improvements  described  and claimed in United States Patent No.
5,424,066  entitled  METHOD FOR INCREASING  CD4+ CELL NUMBERS THROUGH THE USE OF
MONOCLONAL  ANTIBODIES  DIRECTED AGAINST  SELF-REACTIVE,  CD4 SPECIFIC CYTOTOXIC
T-CELLS  issued June 13, 1995 and United  States Patent No.  5,651,970  entitled
INHIBITING DISEASE ASSOCIATED WITH THE HUMAN  IMMUNODEFICIENCY VIRUS THROUGH THE
USE OF MONOCLONAL ANTIBODIES DIRECTED AGAINST ANTI-SELF CYTOTOXIC  T-LYMPHOCYTES
OR THEIR LYTICS, issued July 29, 1997.

The "Patent Rights" shall mean foreign patent applications  corresponding to the
Pantents,  together . with any U.S.  or  foreign  continuations,  divisional  or
continuation-in-part applications and all other applications relating in any way
to the subject matter  described,  in the Patents and any letters patent related
thereto as well as reissue and/or re-examine patents issuing thereon,  and shall
include without  limitaion  pending U.S.  patent  application  nos.  08/940,22 7
(METHOD FOR TREATING DISEASE INCLUDING MOLLUSCUM CONTAGIOSUM ASSOCIATED WITH THE
HUMAN  IMMUNDODEFICIENCY  VIRUS  THROUGH THE USE OF MONOCLONAL  ANTIBODIES)  and
08/940,228  (TREATMENT  OF HIV  INFECTION  (sic) BY  INFUSING A DOSE OF SELECTED
MONOCLONAL ANTIBODIES THAT INHIBIT PRODUCTION OF LYMPHOCYTE- ASSOCIATED MOLECULE
(sic) 1(LFA-1) ON CD8 CELLS).

"Know-how" shall mean all know-how,  intellectual property, technical expertise,
inventions,  information,  improvements,  computer programs,  algorithms,  data,
discoveries,  ideas, and concepts,  whether or not patentable or  copyrightable,
including but not limited to medical, clinical, pharmaceutical, pharmacological,
topological,   toxicological  or  other   scientific  data  (including   without
limitation  preclinical and clinical data, notes, reports,  models and samples),
unique methods, processes, techniques, designs, formulas,  configurations of any
kind, computer graphics, apparatus products, devices, software,  specifications,
drawings and all testing,  assaying  and  analysis  methodologies  in any manner
pertaining  or relating  to,  resulting  from or useful in  connection  with the
Patents or Patent Rights.

"Products"  shall mean all product that embody or make use of all or any part of
the Patents or Patent Rights Know-how.

"Trade  Secrets" shall mean all documents and  information in any form that have
been originated by, are peculiarly within the knowledge of or are proprietary to
Inventor in whole or in part, and are


<PAGE>

subject to  protection  under  recognized  legal  principles as trade secrets or
otherwise pertaining or relating to, resulting from or useful in connection with
the design, manufacture,  installation, sales, marketing,  administration,  use,
repair or operation of products,  processes or services  pertaining  or relating
to,  resulting  from useful in  connection  with the Patents or Patent Rights or
Know-how or Products.













<PAGE>

                                                                        ORIGINAL
-----------------------------------------------------------------------------
                               FOR COURT USE ONLY

                                     VENTURA
                                 SUPERIOR COURTS
                                      F1LED

                                   OCT 04 2004

                               MICHAEL D. PLANEY
                           Executive Officer and Clerk

                      BY:_________________________, Deputy

--------------------------------------------------------------------------------
ATTORNEY OR PARTY WITHOUT ATTORNEY  (Name, state and bar number and address):
THOMAS C. MUNDELL, #99081
MARSHALL L. BRUBACHER, #199100
MUNDELL, ODLUM & HAWS, LLP
2829 Townsgate Rd., Ste. 320, Westlake Village, CA 91361
    TELEPHONE NO: (805)446-2221 FAX NO (Optional): (805)446-2251
E-MAIL ADDRESS (Optional):
    ATTORNEY FOR (Name): Plaintiffs Cytodyn, Inc. and Allen D. Allen
--------------------------------------------------------------------------------
SUPERIOR COURT OF CALIFORNIA, COUNTY OF Ventura
      STREET ADDRESS: 3855-F Alamo Street
     MAILING ADDRESS: P.O. Box 1200
   CITY AND ZIP CODE: Simi Valley 93062-1200
         BRANCH NAME: East County Division
           PLAINTIFF: Cytodyn, Inc. , et al.

           DEFENDANT: Amerimmune, Inc., .et al.
--------------------------------------------------------------------------------
                  JUDGMENT                                      CASE NUMBER:
[ ] By Clerk   [X] By Default       [ ] After Court Trial
[ ] By Court   [ ]  On Stipulation  [ ] Defendent Did Not         SC039250
                                        Appear at Trial
--------------------------------------------------------------------------------
                                    JUDGMENT

1. [X]    BY DEFAULT
          a.   Defendant  was  properly  served  with a COPY of the  summons and
               complaint.
          b.   Defendant failed to answer the complaint or appear and defend the
               action within the time allowed by law.
          c.   Defendant's  default  was  entered by the clerk upon  plaintiff's
               application.

          d.   [ ]  Clerk's Judgment (Code Civ. Proc.,ss.585(a)).  Defendant was
                    sued only on a contract or judgment of a court of this state
                    for the recovery of money
          e.   [X]  Court  Judgment  (Code  Civ.  Proc.,ss.585(b)).   The  court
                    considered
                    (1) [ ] plaintiff's testimony and other evidence
                    (2) [X] plaintiffs written declaration
                            (Code Civ. Proc.,ss.585(a)).

2. [ ]    ON STIPULATION
          a.   Plaintiff and defendant  agreed  (stipulated)  that a judgment be
               entered in this case. The court approved the stipulated  judgment
               and
          b.   [ ] the signed written stipulation was filed in the case.
          c.   [ ] The stipulation was stated in open court.
               [ ] the stipulation was stated on the record.


3. [ ]    AFTER COURT TRIAL. The jury was waived. The court considered the
          evidence.

          a.   The case was tried on (date and time):
               before (name of judicial officer):
          b.   Appearances by:

               [ ] Plaintiff (name each);  [ ] Plaintiff's attorney (name each);

                   (1)                         (1)

                   (2)                         (2)

               [ ] Continued on Attachment 3b:

               [ ] Defendant (name each):  [ ] Defendant's attorney (name each):

                   (1)                         (1)

                   (2)                         (2)

               [ ] Continued On Attachment 3b:


          c.   [ ] Defendant  did not appear at trial.  Defendant  was  properly
                   served with notice of trial.


          d.   [ ] A statement of decision (Code Civ. Proc., ss 632)
                   [ ] was not                 [ ] was requested.


________________________________________________________________________________
                                    JUDGMENT
<PAGE>
<TABLE>
<CAPTION>

------------------------------------------------- ------------------------------
PLAINTIFF:       Cytodyn, Inc., et al.                     CASE NUMBER:

DEFENDANT:       Amerimmune, Inc., et ;a1                    SCO39250
------------------------------------------------- ------------------------------

        JUDGMENT IS ENTERED AS FOLLOWS BY:   [X] THE COURT   [ ]THE CLERK


4. [ ]    Stipulated Judgment.  Judgment is entered according to the stipulation
          of the parties.

5. Parties. Judgment is
<S>     <C>                                                     <C>
     a. [X] for plaintiff (name each):  (1) Cytodyn, Inc.; and  [ ] for cross-complainant (name each):
                                        (2) Allen D. Allen


            and against defendant (names):                          and against cross-defendant (name each):
            (1) Amerimmune, Inc.; and
            (2) Amerimmune Pharmaceuticals, Inc.
              [ ] Continued on Attachment 5a.                   [ ] Continued on Attachment 5c.

     b. [ ] for defendant (name each):                       d. [ ] for cross-defendant (name each):


6. Amount:

     a.   [X] Defendant named in item 3a above must          c. [ ] Cross-defendant named in item 5c above must pay
              pay plaintiff on the complaint:                       cross-complained on the cross-complaint:

</TABLE>

<TABLE>
<CAPTION>
<S>                             <C>             <C>                             <C>
------------------------------- ------------    ------------------------------- ------------
(1) [ ] Damages                 $               (1) [ ] Damages                 $

(2) [ ] Prejudgment             $               (2) [ ] Prejudgment             $
        interest at the                                 interest at the
        annual rate of       %                          annual rate of       %

(3) [X] Attorney fees           $22,372.54      (3) [ ] Attorney fees           $

(4) [X] Costs                   $   569.50      (4) [ ] Costs                   $

(5) [ ] Other (specify)         $               (5) [ ] Other (specify)         $
------------------------------- ------------    ------------------------------- ------------
(6)           TOTAL             $22,942.04      (6)           TOTAL             $
------------------------------- ------------    ------------------------------- ------------
</TABLE>

<TABLE>
<CAPTION>

<S>       <C>                                                <C>
          b. [ ] Plaintiff to receive nothing from           d. [ ] Cross complainant to receive nothing from
                 defendant named in item 5.                         cross-defendant named in item 5d.

                 [ ] Defendant named in item 5b to                  [ ] Cross-defendant named in item 5d to
                     recover costs $                                    recover costs $

                     [ ] and attorney fees $                        [ ] and attorney fees $

</TABLE>

7. [X] Other (specify): SEE ATTACHED


Date:  October 4, 2004         [X] ______________________________________
                                              JUDICIAL OFFICER

Date:                          [ ] Clerk, by____________________________, Deputy


--------------------------------------------------------------------------------
                         CLERK'S CERTIFICATE (Optional)

     I certify that this is a true copy of the original  judgment on file in the
court.

Date:

                                   Clerk, by____________________________, Deputy

________________________________________________________________________________
                                    JUDGMENT
<PAGE>

--------------------------------------------------------------- ----------------
SHORT TITLE Cytodyn, Inc., et at. v. Amerimmune, Inc., et al       CASE NUMBER:
                                                                    SC 039250
--------------------------------------------------------------- ----------------

                                   ATTACHMENT 7

IT IS ADJUDGED AND DECREED that (1) the license and  assignment  of  plaintiffs'
technology to defendants  Amerimmune,  Inc. and Amerimmune  Pharmaceuticals Inc.
(collectively "Defendants"), pursuant to the Conditional License Agreement dated
February 24, 2000 ("CLA"),  terminated no later than September 12, 2001; and (2)
by reason  thereof,  plaintiffs are, and have been since at least that date, the
owners of the technoloy licensed and assigned,  pursuant to CLA, including,  but
not limited to, Allen D. Allen's patents (i.e., U.S. Patents Nos.  5,424,066 and
5,651,970) and the  investigational new drug application BB-IND #6485, free from
any claims by Defendants














(Required for verified  pleading)  The items on this page stated on  information
and belief are (specify item numbers, not line numbers):

This page may be used with any  Judicial  Council  form or any other paper filed
with the court.

<PAGE>

THOMAS C. MUNDELL, #99081
MARSHALL L. BRUBACHER, #199100
MUNDELL, ODLUM & HAWS, LLP
2829 Townsgate Road, Suite 320
Westlake Village, CA 91361
Telephone: (805)446-2221
Facsimile (805)446-2251

Attorneys for Plaintiffs
Cytodyn, Inc. and Allen D. Allen

                    SUPERIOR COURT OF THE STATE OF CALIFORNIA

                               COUNTY OF VENTURA

CYTODYN, INC., a corporation; and    )   CASE NO. SC039250
ALLEN D. ALLEN, an individual        )
                                     )   PLAINTIFFS' EX PARTE APPLICATION FOR AN
           Plaintiffs,               )   ORDER ALLOWING SERVICE ON DEFENDANTS BY
                                     )   PERSONAL DELIVERY OF COPIES OF THE
       vs.                           )   PROCESS AND THE ORDER GRANTING THIS
                                     )   APPLICATION TO THE SECRETARY OF STATE;
AMERIMMUNE, INC., a corporation, and )   DECLARATIONS IN SUPPORT THEREOF;
AMERIMMUNE PHARMACEUTICALS, INC.,    )   EXHIBITS THERETO
a corporation; and DOES 1-100,       )
inclusive                            )   Dept.: S-5
                                     )   Judge: Thomas Hutchins
           Defendants.               )


         As described below,  plaintiffs  Cytodyn,  Inc. and Allen D. Allen have
diligently  attempted  to  serve  defendants  Amerimmune,  Inc.  and  Amerimmune
Pharmaceuticals,. Inc. wihtout success. Plaintiffs request that this Court issue
an order permitting  plaintiffs to serve defendants by delivering  copies of the
process and this court's order granting this this  application to the California
Secretary of State.

                                       I

                                     FACTS
                                     -----

A.       Plaintiffs Diligent Efforts to Serve Process, on Defendant Amerimmune
         ---------------------------------------------------------------------

         Defendant   Amerimmune  is  a  wholly  owned  subsidiary  of  defendant
Amerimmune


                                       1
<PAGE>

Pharmaceuticals,  Ins. ("API").  Defendant  Amerimmune is a Colorado corporation
that is  registered to do business in  California.  [Brubacher  Declaration  17,
Exhibit B]

         In the annual statement information defendant Amerimmune filed with the
Secretary of State, it identified its agent for service of process as Wellington
Ewen at 21550  Oxnard  Street,  Suite 830  Woodland  Hills,  California  and its
mailing  address as One  Wilshire  Boulevard,  Los  Angeles,  California  90017.
[Exhibit B]

         Plaintiffs  attempted  to serve  Mr.  Ewen at the 21550  Oxnard  Street
address,  but the current  resident at that address  advised the process  server
that he did not know Mr.  Ewen;  that Mr. Ewen had not been at that  address for
more than a year;  and that he did not have any forwarding  information  for Mr.
Ewen. {Brubacher Decalaration 3; Exhibit C]

         Plaintiffs'  counsel then obtained an alternative  address for Mr. Ewen
at 6781 Shearwater Lane, Malibu, California 90265. Plaintiffs attempted to serve
Mr. Ewen at this address but were  informed that Mr. Ewen did not reside at that
address. [Brubacher Declaration 4; Exhibit D]

         Plaintiffs' counsel then learned,  via an Internet search,  thatMr.Ewen
is currently working as the Chief Financial Officer for plaintiff Cytodyn,  Inc.
[Brubacher  Declararion  5] Plaintiffs'  counsel  telephoned Mr. Ewen to discuss
serving a copy of the summons and  complaint on him as  Amerimmune's  designated
agent for service of process.[Id.] Mr. Ewen told plaintiffs' counsel that he was
surprised  that he was still  listed as the agent for  service  of  process  for
Ammerimmune  because he has not had any contact with anyone from  Amerimmune for
many months and did not know how to contact  Ammerimmune;  that he believed that
it was a mistake  that  Amerimmune  had not  changed  its  designated  agent for
service of process;  that he would not know what to do, if served with copies of
the summons and complaint,  and that he did not wish to accept service on behalf
of Amerimmune. [Id.]

         Plaintiffs  did not  attempt  to serve  Mr.  Ewen  because  plaintiffs'
counsel  believed it would be  inappropriate  to serve defendant  Ammerimmune by
serving one of plaintiff  Cytodyn,  Inc.'s own  employees who had stated that he
did not wish to accept service an behalf of Amerimmune and

                                       2
<PAGE>

address

would not know what to do with the process  if served.

         Final1y,  plaintiffs  attempted to serve  defendant  Amerimmune  at its
designated  mailing  address  (i.e.,  the  "One  Wilshire  Boulevard"  address).
[Brubacher  Declaration  6-7]  However,  the security  guard at the One Wilshire
Boulevard  address  stated  that the tenant  Amerimmune  is not a tenant in that
building;  that he gad never heard of defendant  Amerimmune;  and that he has no
forwarding address for defendant Amcrimmune.[Id.]

         Accordingly,   plaintiffs   have  not  been  able  to  serve  defendant
Amerimmune  or its agent for  service  of  process  at any of the  addresses  it
designated with the Secretary of State's office.

B.       Plaintiffs' Diligent Efforts to Serve Process on API

         Defendant  API (the  parent  of  defendant  Amerimmune)  is a  Colorado
corporation has been dissolved. [Brubacher Declaration 9]

         Defendant  API is not and has never been  registered  to do business in
California. [Brubacher Declaration 10-11; Exhibit E]

         Plaintiffs'  counsel was  informed by the  Colorado  Secretary of State
that defendant API had dissolved; tbat all of API's officers have resigned; that
it does not have a trustee of its assets or  shareho1ders;  and that it does not
have a registered agent for service of process.[Brubacher Declaration 9]

         Defendant API  previously  maintained an office at 21550 Oxnard Street,
Suite 830 Woodland Hills, CA 91367 (the same address that Amerimmune  designated
Mr. Ewen).  [Al1en  Declaration 12] Defendant API does not maintain an office at
that address. [Brubacher Declaration 3; Exhibit C]

         Defendamt  API a1so  previous1y  maintained  an office at 920 Hampshire
Road, Suite A-40,  Westlake Village,  Catifornia 91361.  [Allen  Declaration 14]
Plaintiffs attempted to serve defendant API at this address but defendant API no
longer maintains an offic at this address. [Lipson Declaration 7]

         Plaintiffs' counsel located a possible alternative address at 2030 Main
Street, Suite 1300,


                                       3
<PAGE>

         Irvine,  California  926l4 and telephone  number of  (714)734-5000  for
defendant API. [Brubacher Declaration 7]

         Plaintiffs'  counsel  cal1ed  (714)734-5OOO  and  spoke  to a  man  who
identified himself as Larry  Delaney.[ld.] Mr. Delaney stated that the telephone
number correspondend to 2030 Main Street, Suite l300; that defendant API did not
maintain an office at that address; that API had dissolved and that all of API's
officers had resigned.[ld.]

                                       II

    This Court Should Issue an Order Permitting P1aintiff to Serve Defendant
    ------------------------------------------------------------------------
        by De1ivering Copies of the Process and this Court's Order to the
        -----------------------------------------------------------------
                         California Secretary of State
                         -----------------------------

         California Code of Civil Procedure Section  416.10(d)  provides that "a
summons  may  be  served  by  delivering  a  copy  of  the  summons  and  of the
complaint.....,  [w]hen  authorized  by any  provision  in  Section  2111 of the
Corporations Code."

         California.  Corporations  Code Sections  21111(1)  governs  service of
process on  foreign  corporations.  Defendants  Amerimmune  and API are  foreign
corporations  because  they  were  organized  under  the  laws of the  State  of
Colorado. Cal. Corp. Code ss171 (West 2004)

         Section 2111(a) provides as follows:

         "If the agent designated for service of process is a natural person and
         cannot  be found  with  due  diligence  at the  address  stated  in the
         designation..., or if no agent has been designated and if no one of the
         officers or agents of the corporation  specified in section  2110[i.e.,
         any officer of the  corporation  or its general  manager in California]
         can be found after  diligent  search and it is so shown by affidavit to
         the  satisfaction  of the court,  then the court may make an order that
         the service be made by personal  delivery to the  Secretary of State or
         to assistant or deputy secretary of

___________________
         1  All  statutory   references  in  this  application  to  California's
Corporations Code unless otherwise indicated.



                                        4
<PAGE>


         the state of two copies of the process  together with two copies of the
         order,  except that if the  corporatian  to be served has not filed the
         statement  requircd to be filed by Secetion  2105 then only one copy of
         the process and order need be delivered but the order shall include and
         set  forth  and  address  to  which  the  process  shall be sent by the
         Secretary  of State.  Service in this manner is deemed  complete on the
         1Oth day after delivery of the process to the Secretary of State.

Cal. Corp. Code ss2111 (West 2004)

         Defendant  Amerimmune  designated  Mr.  Ewen (a natural  person) as its
agent for  service  of  process.  [Exhibit  B] As  described  in  detail  above,
plaintiffs  exercised  due  di1lgence in attempting to 1ocate and serve Mr. Ewen
without success.  Accordingly,  this Court should issue an order that be made on
defendant  Amerimmune  by  personal  delivery  to the  Secretary  of State or to
assistant or deputy secretary of the state of two copies of the process together
witb two copies of this Court's order granting this application.

         As for  defendant  API, it has not  designated  an agent gor service of
process in California.  [Brubacher  Declaration  10-11 I; Exhibit E]. Plaintiffs
cannot 1ocate any its officers or agents because defendant API has dissolved and
a1l  of its  officers  and  agents  have  resigned  their  position.  [Brubacher
Declaration 8-9]

         Plaintiffs  have  attempted  unsuccessfully  to serve  defendant API at
locations where it previously maintained offices.  According1y, the Court should
issue an order that the service be made on defendant API by delivering  one copy
of the process and this Court's order granting this application to the Secretary
of State or to assistant  or deputy  secretary of the state as well as defendant
API's last known mai1ing  address or 920 Hampshire  Road,  Suite A-40,  Westlake
Village, California 91361.

                                      III

             Amerimmune and API Are Subect to This Court Exercising
             ------------------------------------------------------
                         Personal Jurisdiction Over Them
                         -------------------------------

         In addition to the  requirements  of Section  2111(a) set forth  above,
plaintiffs must make a


                                       5
<PAGE>

factua1  showing  via  declarations  that  defendants  Amerimmune  and API  have
"sufficient  contacts"  with  California  to be subect to this Court  exercising
personal  jurisdiction  over them.  R. Weil and. J. Brown,  California  Practice
Guide, Civil Procedure Before Trial, ss 4:60 (TRG 2002).

A.       This Court May Exercise Limited Personal  Jurisdiction  Over Defendants
         -----------------------------------------------------------------------
         Amerimmune and API.
         -------------------

         This Court may exercise limited jurisdiction over defendants Amerimmune
and API (collectively "Defendants") if (l} Defendants "purposeful1y established"
contacts  with  California;  (2)  plaintiffs'  cause of action is  "related  to"
Defendants' contacts with California;  and (3) this Court's exercise of personal
jurisdiction  comports  with "fair play and  substantial  justice."  Burger King
Corp. v.  Rudzewicz,  471 US 462,  477-478  (1985);  Vons Cos.,  Inc. v. Seabest
Foods, Inc. l4 Cal.4th 434, 446 (1996).

         In  Safe-Lab,  Inc.  v.  Weinberg,  193  Ca1.App.3d  1050  (1987),  the
plaintiff  sued the  defendant  for the  breach  of a  marketing  representative
contract.  [Id. at lO52] The  defenaant  successfu11y  moved to quash service of
summons  on the  ground  that he lacked  the  requisite  minimum  contacts  with
California to justify its assertion of personal jurisdiction over him. [Id.] The
Safe-Lab  court  reversed the trial court's order  quashing  service and held as
follows:

         "[I}t is clear the California  contacts  relied on by Safe-Lab are part
         and  parcel of the  consulting  transaction  which  gives  rise to this
         litigation. Those contacts are, essentially: (l) [defendant] contracted
         with a California  corporation;  (2) he came to California to negotiate
         that  contract;  (e) the  contract  provided  that its terms were to be
         governed by  California  law; (4)  [defendant]  made  monthly  trips to
         California to consult with the Company;  and {5} [five  percent] of his
         marketing  activities were directed at California.  In our view,  these
         contacts   unquestionably  give  rise  to  personal  jurisdiction  over
         [defendant] as to controversies  arising,from  the consulting  contract
         with Safe-Lab."


                                       6
<PAGE>

         Similarly,  in this action,  the California  contact which  plaintiffs'
rely are part and parcel of the Conditional License Agreement ("CLA"} which gave
rise to this 1itigation. Specifically, the following California contacts support
this Court's exercise of personal jurfisdiction over Defendants:

         1.       Defendant  Amerimmune entered into the ClA with Cytodyn of New
                  Mexico,  Inc.  and  Allen D.  Allen  (a  California.resident).
                  [Allen Declaration 5, 9; Exhibit A, page 15]

         2.       All  of  the  parties  preliminary  negotiations  of  the  CLA
                  occurred in California. [Allen Declaration 6-8]

         3.       Plaintiffs executed the CLa in California. [Id.]

         4.       The  CLA  provides  for the  application  of  California  law.
                  [Exhibit A, page 24]

         5.       The  Amendment to Loan  Documents  that  defendant API entered
                  into with  CytoDyn of New Mexico  Inc.  (plaintiff  Cytodybn's
                  predecessor)  as part of the CLA provides for the  application
                  of California law. [Exhibit A, page 31]

         6.       Defendant   Amerimmune   is   registered  to  do  business  in
                  California. {Brubacher Declaration 5; Exhibit B]

         7.       Defendants  Amerimmune  and API  operated  offices in Woodland
                  Hills,  California and Westlake  Village,  California.  [Allen
                  Declaration 12-14]

         8.       Defendants'  breached the CLA in  California  when  plaintiffs
                  called Defendants'  representative  Pamela Kapustay to request
                  an inspection of defendant Amerimmune's  manufacturing process
                  and Ms. Kapustay refused the plantiffs' request. [Id.]

         Based on the  California  contacts  described  above,  this  Court  may
properly exercise limited jurisdiction over Defendants.


                                       7
<PAGE>


B.       Defendant  Amerimmune  Has  Consented  To This  Court'  s  Exercise  of
         -----------------------------------------------------------------------
         Personal Jurisdiction Over It
         -----------------------------

         Pursuant to the CLA,  plaintiffs and defendant  Amerimmune  agreed that
eitner of them could submit a petition "to the  presiding  judge of the Superior
Court of the State California for the County of Los Angeles,  Central  District"
for an Order of  Referencefor  disputes  arising from or relating the CLA. By so
doing, defendant Amerimmune consented to a California court (namely the Superior
Court  of the  State  of  California  for the  County  of Los  Angeles,  Central
District) Star~uteatifvt exercising personal jurisdiction over it.

         California may exercise  personal  jurisdiction  over a nonresident has
consented in advance to such  jurisdiction.  National  Equipment Rental Ltd., v.
Szukhent,  351 U.S.  311,  315-316  (1964);  Smith,  Valentino & Smith,  Inc. v.
Superior Court, 17 Cal.3d 495, 496 (1981).(2)

         Accordingly, California courts (such as this one) may properly exercise
personal jurisdiction over defendant Amerimmune.

                                       IV

                                   Conclusion
                                   ----------

         For the reasons set forth above,  plaintiffs  respectfully request that
this court issue an order providing for the following

         1. Plaintiffs may serve defendant  Amerimmune by persona11y  delivering
to the  Secretary of State or to assistant or deputy  secretary of the state two
copies of the process  together with two copies of this Court's  order  granting
this application;

         2. Plaintiffs may serve defendant API by personally delivering one copy
of the process


--------------------
         2     It is not relevant  for  jurisdictional  purposes  that  the  CLA
identifies  the Superior  Court of the State of California for the County of Los
Angeles,  Central  District.  Plaintiffs'  counsel has been unable to locate any
California case law or statutory  authority  permitting a defendant to limit its
consent  to  personal  jurisdiction  to a  single  court  within  the  State  of
California.

                                       8
<PAGE>

and this Court's order granting this application to the Secretary of State or to
assistant or deputy secretary of the state and by providing defendant API's last
known  mailing  address of 920 Hampshire  Road,  Suite A 40,  Westlake  Village,
California 91361 to the Secretary of State;


         3. Service on defendants Anerunnybe and API shall be deemed complete on
the lOth day after personal delivery of the process as described above.


Dated: July 7, 2004                             THOMAS C. MUNDELL
                                                MARSHALL L. BRUBACHER
                                                MUNDELL, ODLUM & HAWS, LLP

                                             By: /s/ Marshall L. Brubacher
                                                -----------------------------
                                                     Marshall L. Brubacher
                                                Attorneys for Plaintiffs
                                                Cytodyn, Onc, and Allen D. Allen








                                       9
<PAGE>

                          DECLARATION OF ALLEN D. ALLEN
                          -----------------------------

         I, Allen D. Allen, declare as follows:

         1. I am current1y the President and Chief Executive Officer of Cytodyn,
Inc.  I have  personal  knowledge  of each  and  every  fact  set  forth in this
declaration  and if  called as a witness  could  and would  testify  competently
thereto under oath.

         2. Cytodyn, Inc. is the successor in interest of Cytodyn of New Mexico,
Inc. ("CNMI").

         3. Prior to  becoming  the  President  and Chief  Executive  Officer of
Cytodyn, Inc., I was the President and Chief Executive Officer of CNMI.

         4. I was the President and Chief Executive  Officer of CNMI at tje time
that all of the relevant events occurred in this action.

         5. I am currently a resident of California and have been since 1936.

         6. In early 2000,  I, on behalf of CNMI,  negotiated  with Rex Lewis of
Amerimmune, Inc. the terms of the Conditional License Agreement ("CLA"} at issue
in this action.

         7.  The  aforementioned   negotiations  took  place  in  Century  City,
California.

         8. I signed the CLA at the offices of Amerimmune,  Inc.'s  attorneys in
Century City, California.

         9. A true and  correct  copy of the CLA is  attached  hereto as Exhibit
"A."

         10.  Paragraph  six of the CLA  provides  that both I and CNMI have the
right to inspect the manufacturing  process that Amerimmune uses, to manufacture
products that use any of the



                                       10
<PAGE>

technology that CNMI licensed to Ammerimune.

         11. After the parties  executed the CLA, I learned that  Amerimmune was
manufacturing a drug using technology that CNMI had licensed to Amerimmune.

         12. 1 talked to Pamela Kapustay at Amerimmune's offices which were then
located at 21550 Oxnard Street, Suite 830, Woodland Hills,  California and asked
to inspect Amerimmune's manufacturing process.

         13. Ms.  Kapustay  advised that she had spoken with Mr. Lewis and that,
notwithstanding  the  terms of the CLA,  Amerimmune  would  not  allow me or any
representative of CNMI to inspect Amerimmune's manufacturing process.

         14. On August 22 , 2002, I, along with my daughter  Corinne Allen , met
with Mr. Lewis and Ms. Kapustay at Amerimmune's  office located at 920 Hampshire
Road, Suite A-40 in Westlake Village, California.

         I  declare  nor  penalty  of  perjury  under  the laws of the  State of
California  that the foregoing is true and correct and that this  declaration is
executed on June 24, 2004 at Sherman Oaks, California.


                                                /s/ Allen D. Allen
                                                ------------------
                                                Allen D. Allen



                                       11
<PAGE>

                      DECLARATION OF MARSHALL L. BRUBACHER
                      ------------------------------------

         I, Marshall L. Brubacher, declare as follows:

         1. I am counsel of record for  plaintiffs  Cytodyn,  Inc.  and Allen D.
Allen in this action. I have peronal  knowledge of each and every fact set forth
in  this  declaration  and if  called  as a  witness  could  and  would  testify
competently thereto under oath.

         2.  Submitted  herewith as Exhibit "B" is a true and correct  copy of a
printout of a webpage from the  California  Secretary of State's  website that I
printed out containing information provided by defendant Amerimmune, Inc. in its
annual statement of information.

         3. Submitted  herewith as Exhibit "C" is a true and correct copy of the
Nonservice  Report that I received from Douglas Alan McDonald of Amstar  Express
detailing  his  unsuccessful  efforts  to serve  Wellington  Ewen,  on behalf of
Amerimmune,  Inc., at 21550 Oxnard Street, Suite 830, Woodland Hills, California
91367.

         4. Submitted  herewith as Exhibit "D" is a true and correct copy of the
Nonservice  Report that I received from Douglas Alan McDonald of Amstar  Express
detailing his  unsuccessful  efforts to serve Wellington Ewen at 6781 Shearwater
Lane, Malibu, California 90265.

         5. I then learned,  via an Internet search,  that Mr. Ewen is currently
working as the Chief Financial Officer for plaintiff Cytodyn,  Inc. I telephoned
Mr.  Ewen to  discuss  serving a copy of the  summons  and  complaint  on him as
Amerimmune's  designated agent for service of process. Mr. Ewen said that he was
surprised  that he was still  listed as the agent for  service  of  process  for
Amerimmune  because he has not had any contact with anyone from  Amerimmune  for
many months and did not know how to contact Amerimmune; that he believed that it
was a mistake that  Amerimmune had not changed its designated  agent for service
of  process;  that he would not know what to do,  if served  with  copies of the
summons and  complaint,  and that he did not wish to accept service on behalf of
Amerimmune.

         6. On June 1, 2004,  I telephoned  the  security  desk for the building
located at One Wilshire  Boulevard in Los Angeles,  California and spokes to the
security guard on duty.

         7. The  security  guard  informed me that  Amerimmune,  Inc.  was not a
tenant in that building;  that he had never heard of Amerimmune,  Inc.; and that
he did not have any forwarding



                                       12
<PAGE>

information for Amerimmune, Inc.

         8.  On June  1,  2004,  I  located  a  possible  telephone  number  for
Amerimmune Pharmaceuticals, Inc. ("API") of (714) 734-5000. I called that number
and spoke to a man who identified himself as Larry Delaney.  Mr. Delaney advised
me that API had dissolved and that all of its officers had resigned.

         9. I then  telephoned  the  Colorado  Secretary  of  State's  office to
inquire about API's corporate status and was informed by a  representative  from
the  Colorado  Secretary  of  State's  Office  that  API  had  been  a  Colorado
corporation but that it had dissolved and that it had not designated a trustee.

         10. On July 2, 2004, I searched the website of the California Secretary
of State to determine whether API was registered to do business in California.

         11.  Submitted  herewith as Exhibit "E" is a true and correct copy of a
webpage  from  the  California  Secretary  of  State's  website  that I  printed
confirming that API is not registered to do business in California.

         I declare  under  penalty of perjury  that the  foregoing,  is true and
correct  and that this  declaration  is  executed  on July 7,  2004 at  Westlake
Village, California.



                                                 /s/ Marshall L. Brubacher
                                                --------------------------
                                                     Marshall L. Brubacher





                                       13
<PAGE>

                         DECLARATION OF SUSAN H. LIPSON
                         ------------------------------

         I, Susan H. Lipson, declare as follows:

         1. I have  personal  knowledge  of each and every fact set forth herein
and if called as a witness  could and would  testify  competently  thereto under
oath.

         2. On May 24,  2004,  I  attempted  to serve a copy of the  summons and
complaint in this action on defendant Amerimmune  Pharmaceuticals,  Inc. ("API")
by  delivering  copies of said  documents to an officer of API at 920  Hampshire
Road, Suite A-40, Westlake Village, California 91361.

         3. I looked at the directory  for the building at 920  Hampshire  Road,
Westlake  Village,  California and it did not list  Amerimmune  Pharmaceuticals,
Inc. as a tenant.

         4. I  independently  investigated  the premises at 920 Hampshire  Road,
Westlake  Village,  California but was unable to locate an office for Amerimmune
Pharmaceuticals, Inc. at that address.

         I declare  under  penalty of  perjury  that the  foregoing  is true and
correct  and that this  declaration  is  executed  on July 6,  2004 at  Westlake
Village, California.

                                               /s/ Susan H. Lipson
                                               -------------------
                                                   Susan H. Lipson



                                       14