EXHIBIT 10.1

                    CONSOLIDATED GENERAL LTD.
                         44 OXFORD STREET
                         LONDON, ENGLAND

October 23, 1996

Biomune Systems, Inc.
2401 South Foothill Drive
Salt Lake City, Utah  84109

Attention:     Mr. David Derrick
               Chief Executive Officer

Dear Mr. Derrick:

We are pleased to confirm our mutual understanding concerning the
retention by Biomune Systems, Inc. (The "Company") of
Consolidated General Ltd. ("Consolidated") to act as a financial
advisor and investment banker to the Company with respect to
investment banking and other corporate matters that may arise in
the future.

      1.   Scope of Engagement.  (a)  In connection with this
engagement, Consolidated will assist in reviewing and evaluating
(i) the Company's  financial condition and  historical  and
projected  financial results,  (ii)  the Company's  current
operations and business prospects, (iii) the current condition of
the industry, as well as any recent trends, and the Company's
competitive position therein, all with a view toward assisting
the Company in formulating an overall plan for its corporate and
financial development, and (iv) assist the Company in expanding
its financial markets, obtain research reports and, in general
increase the Company's exposure to the financial markets.  The
Company and consolidated will endeavor, every 90 days or other
Company's corporate development. In addition, Consolidated will
advise you on a variety of joint ventures, divestitures and other
potential transactions  which merit  consideration by  you.
Consolidated will also be available for advice, consultation and
assistance with respect to other corporate or financial matters
the  Company may  consider from  time to  time, such  as
recapitalizations and restructurings,  decisions relating to
business and marketing strategies and planning for resource
allocation and capital expenditures.

     (b)  In addition, if during the term of this engagement the
Company proposes to participate in any transaction which would
generally require the services of an investment banker or
financial advisor, as the case may be, on a fee paying basis and
at the Company's sole option, including matters relating to (i)
the raising of debt or equity capital, both public and private,
(ii) possible mergers or stock or asset acquisition s, (iii)
sales or other dispositions of businesses or assets, (iv) stock
repurchases, recapitalizations or  restructurings, (v) joint
ventures or corporate partnering arrangements and (vi) other
financial or corporate matters with which the Company may from
time to time require assistance, Consolidated shall have the
rights at the Company's option to act as the Company's investment
banker and financial advisor in connection with such transaction.

     2.  Advisory Fees and Expenses. In consideration for the
services described in paragraph 1(a) above, the Company shall pay
to Consolidated on the date hereof the total sum of 200,000
shares of the Company's restricted Common Stock with "piggy back"
registration rights.

     In addition to the foregoing, before commencing any specific
assignment on the Company's behalf as referred to in paragraph
1(b) hereof, the Company and Consolidated will discuss, and
mutually determine, a reasonable and customary fee or fee scale
to be paid to Consolidated in connection therewith.

     3.  Term and Termination.  The initial term of this
engagement shall be for a period of one year from the date hereof
and may be extended as the parties shall mutually agree, subject
to the establishment of arrangements for additional compensation
and other appropriate terms for such extension. However, at the
option of the Company, this Agreement may be terminated upon five
days written notice in which case the compensation referenced in
Paragraph 2 above will be pro rated to the termination date.

     4.  Miscellaneous.   No waiver,  amendment  or other
modification of this agreement shall be effective unless in
writing and signed by each party to be bound hereby.  This
agreement, and any claim related directly or indirectly to this
agreement, shall be governed by, and construed in accordance
with, the laws of the State of Utah applicable to agreement
executed and to be fully performed therein. No such claim shall
be commenced, prosecuted or continued in any court other than the
courts of the State of Utah. Consolidated and the Company waive
all right to trial by jury in any action, proceeding or
counterclaim (whether based upon contract, or otherwise) related
to or arising out of our engagement.  The obligations of this
agreement shall be binding upon and shall inure to the benefit of
the parties hereto.

Please confirm that the foregoing is in accordance with your 
understanding of the terms of our engagement by signing and 
returning to us the enclosed duplicate of this letter, which
shall thereupon constitute a binding agreement between us.

                              Very truly yours,

                              CONSOLIDATED GENERAL, LTD.

                              By:  /s/ Derek J. Jones  

                              Its:

Accepted and agreed to
as of the date first above written:

BIOMUNE SYSTEMS, INC.

By:  /s/ David G. Derrick    

Its:  CEO