EXHIBIT 10.3


                            AGREEMENT


This Agreement is made effective as of October 23, 1996, between
Biomune Systems, Inc., a Nevada Corporation (the "Company"), and
J.R. Axelrod and Company, a Florida general partnership
("Consultant").

WHEREAS, Consultant can provide services to the Company in
arranging for various investment advisors, market markers,
providing financial market advice, and in participating in the
raising of funds for the Company;

WHEREAS, the Company desires to have Consultant provide such
services;

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 as the Company may request.

     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
     thirty (30) 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 45,000 shares of the Company's restricted
     common stock each quarter during the Term.  Said shares will
     have "piggy back" registration rights, but not demand
     registration rights.  Any out-of-pocket expenses which have
     been approved in advance shall be accrued and paid (less
     such deductions as shall be required to be withheld by
     applicable laws and regulations) 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, marketing plans or strategies, product development
     techniques or plans, 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:
               J.R. Axelrod
               20423 State Road 7
               Suite 153
               Boca Rotan, Florida
               33498

          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.            JR. AXELROD & COMPANY


     By:   /s/ David G. Derrick       By:   /s/ Berry Polmerantz
     Its:  Chief Executive Officer    Its:  Partner