EXHIBIT 10.4


                            AGREEMENT


This Agreement is made effective as of October 23, 1996, between
Biomune Systems, Inc. a Nevada Corporation (the "Company"), and
Medefin Incorporated ("Consultant").

WHEREAS, Consultant has expertise in marketing products,
utilizing multi-level marketing techniques and in the
distribution of nutraceuticals.

WHEREAS, the Company desires to commence a multi level marketing
approach on its various nutraceutical products.

NOW THEREFORE, in consideration of the foregoing, and the
agreements set forth below, the parties agree as follows:

1.   Engagement, Duties and Acceptance.

     1.1  Engagement by the Company.  The Company hereby agrees
          to retain the Consultant as a consultant to the Company
          for the Term (as hereinafter defined) to render such
          consultation and advice and to assist the Company in
          setting up a multi level marketing plan and create the
          distribution of the Company's nutraceutical products.

     1.2  Acceptance of Engagement by the Consultant.  The
          Consultant hereby accepts such engagement and shall
          render such consultation and advice as the Company may
          request.

2.   Term of Agreement.  The term of the Consultant's engagement
     under this Agreement (the "Term") shall commence on the
     effective date of this Agreement and shall continue through
     and expire on the 30th day of September, 1997, unless sooner
     terminated by either the Company or the Consultant upon five
     (5) days prior written notice.  The Company's obligations
     under this Agreement shall immediately cease upon the
     termination hereof and Consultant shall only be entitled to
     the pro rata portion of its quarterly compensation hereunder
     for the quarter in which this Agreement is terminated.

3.   Compensation.  As compensation for the services to be
     rendered pursuant to this Agreement, the Company agrees to
     pay to the Consultant a quarterly fee during the Term of
     this Agreement of 75,000 shares of the Company's restricted
     common stock each quarter during the Term ("Share
     Compensation").  Said shares will have "piggy back"
     registration rights, but not demand registration rights. 
     Any out-of-pocket expenses or expenses incurred by
     Consultant due to its relationship as a consultant to the
     Company shall be paid promptly upon submission of
     documentary evidence of such expenses.

4.   Confidential information.  During the Term of this Agreement
     and thereafter, the Consultant shall keep secret and retain
     in strictest confidence and shall not use, for the benefit
     of himself or others, all confidential matters of the
     Company including, without limitation, "know-how", trade
     secrets, customer lists, details of client or consultant
     contracts, pricing policies, results of trials, operational
     methods of production and distribution, technical processes,
     designs and design projects, inventions and research
     projects of the Company learned by the Consultant heretofore
     or during the term hereof.

5.   Other Provisions.

     5.1  Notices.  Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered
personally, telegraphed, telexed, sent by facsimile transmission
or sent by certified, registered or express mail, postage
prepaid.  Any such notice shall be deemed given when so delivered
personally, telegraphed, telexed or sent by  facsimile
transmission or, if  mailed, five (5) days after the date of
deposit in the United States mail, as follows:

     (i)  if to the Company, to:
          Biomune Systems, Inc.
          2401 South Foothill Drive
          Salt Lake City, Utah  84109

          with a copy to:
          Nolan Taylor, Esquire
          LeBoeuf, Lamb, Green and MacRae, L.L.P.
          1000 Kearns Building
          136 South Main Street
          Salt Lake City, Utah  
          84101

     (ii) if to the Consultant, to:
          Medefin Incorporated
          P.O. Box 348
          Woodbury, New York
          11797-0348

     Any party may change its address for notice hereunder by
notice to the other parties hereto.

     5.2  Entire Agreement.  This Agreement contains the entire
          agreement between the parties with respect to the
          subject matter hereof and supersedes all prior
          agreements (including, without limitations, the
          Existing Agreement), written or oral, with respect
          thereto.

     5.3  Governing Law; Venue.  The Agreement shall be governed
          and construed in accordance with the laws of the State
          of Utah applicable to agreements made and to be
          performed entirely within such state.  The parties
          submit themselves to the jurisdiction of the Federal
          and State courts located in Utah and agree to commence
          any lawsuit arising under or relating to this Agreement
          in such courts.

     5.4  Assignment.  This Agreement and any rights and
          obligations hereunder, may not be assigned by any party
          hereto without the prior written consent of the other
          party.

     5.5  Headings.  The headings of this Agreement are for
          reference only and shall not in any way affect the
          meaning or interpretation of this Agreement.


IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first above-written.

     BIOMUNE SYSTEMS, INC.         MEDEFIN INCORPORATED


     By:   /s/ David G. Derrick    By:   /s/ Paul Norton
     Its:  CEO                     Its:  Sec.
                                         11/14/96