THE SECURITIES  WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933 (THE "1933 ACT"),  NOR  REGISTERED  UNDER ANY
STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT, THE  AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE  SATISFACTION OF THE
COMPANY.

                              ACQUISITION AGREEMENT
                              ---------------------

         AGREEMENT made this 30th day of September,  2003, by and between REXRAY
CORPORATION, a Colorado corporation,  (the "ISSUER"), its principal shareholders
and  officers and  directors  (hereinafter  "Shareholders"),  and CytoDyn of New
Mexico, Inc., a New Mexico corporation ("CytoDyn").

         In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable  consideration,  including $10,000
in cash, receipt of which is hereby acknowledged by ISSUER,

         THE PARTIES HERETO AGREE AS FOLLOWS:

         1.       ACQUISITION OF TRADE NAME AND PATENT LICENSE.
                  ---------------------------------------------

         i. Subject to the terms and conditions of this Agreement, ISSUER agrees
to issue to  CytoDyn,  a total of  5,362,640  post-reverse  split  shares of the
common stock of ISSUER, in exchange for the following assets: 1) the trademarks,
CytoDyn Cytolin,  and that certain trademark symbol, a copy of which is attached
hereto  as  Schedule  1(i)  (hereinafter  collectively"trademark"),  and  2) the
assignment of that certain  patent license  agreement  dated July 1, 1994 by and
between  Allen D. Allen and  CytoDyn of New  Mexico,  Inc.,  ("license"),  which
license is attached  hereto as Exhibit "A" and covers U.S.  Patent No.s 5424066,
5651970,  and  6534057,  and  described  as a  "method  for  inhibiting  disease
associated with the Human  Immunodeficiency  Virus through the use of monoclonal
antibodies directed against anti-self  cytotoxic  T-lymphocytes or their lytics"
(hereinafter "license.")

         ii. The  above-referenced  shares are calculated after the effectuation
of a one for two  reverse  split of the common  share  capital of ISSUER,  which
shall be duly approved by its shareholders.




                                       1
<PAGE>

         2.       REPRESENTATIONS   AND  WARRANTIES.   ISSUER  and  Shareholders
represent and warrants to CytoDyn the following:


                  i.  Organization.  ISSUER  is a  corporation  duly  organized,
validly existing,  and in good standing under the laws of Colorado,  and has all
necessary  corporate  powers to own properties  and carry on a business,  and is
duly  qualified to do business and is in good standing in Colorado.  All actions
taken by the Incorporators, directors and shareholders of ISSUER have been valid
and in accordance  with the laws of the State of Colorado.  ISSUER is current in
its reporting obligations to the Securities and Exchange Commission.

                  ii. Capital.  The authorized capital stock of ISSUER currently
consists  of  20,000,000  shares of common  stock,  $0.001 par  value,  of which
1,780,000 are issued and outstanding, prior to the effectuation of a one for two
(1:2) reverse split of ISSUER's common share capital. All outstanding shares are
fully paid and nonassessable, free of liens, encumbrances, options, restrictions
(with the exception of Rule 144  requirements)  and legal or equitable rights of
others not a party to this Agreement. Following the one for two reverse split of
share capital contemplated by this Agreement,  and the closing, there shall be a
total of 6,277,640  shares of common stock of ISSUER issued and  outstanding and
there  will  be  no  outstanding   subscriptions,   options,  rights,  warrants,
convertible securities,  or other agreements or commitments obligating ISSUER to
issue or to transfer from treasury any  additional  shares of its capital stock.
None of the  outstanding  shares of ISSUER are subject to any stock  restriction
agreements.  All of the  shareholders  of ISSUER have valid title to such shares
and acquired  their shares in a lawful  transaction  and in accordance  with the
laws of Colorado.

                  iii.  Financial  Statements.  The financial  statements of the
ISSUER have been  audited and prepared in  accordance  with  generally  accepted
accounting  principles  consistently  followed by ISSUER  throughout the periods
indicated, and fairly present the financial position of ISSUER as of the date of
the  balance  sheet  and  the  financial  statements,  and  the  results  of its
operations for the periods indicated.  ISSUER is current in its filings with the
Securities  and  Exchange  Commission,  and all such  filings are  accurate  and
complete.

                  iv.  Absence  of  Changes.  Since  the  date of the  financial
statements filed with the Securities and Exchange Commission, there has not been
any change in the financial condition or operations of ISSUER, except changes in
the ordinary  course of business,  which changes have not in the aggregate  been
materially adverse.

                  v. Liabilities.  ISSUER does not have any debt, liability,  or
obligation of any nature, whether accrued,  absolute,  contingent, or otherwise,
and  whether  due or to  become  due,  that  is not  reflected  on the  ISSUERS'
financial statement.  ISSUER is not aware of any pending, threatened or asserted
claims, lawsuits or contingencies involving ISSUER or its common stock. There is
no dispute of any kind  between  the  ISSUER  and any third  party,  and no such
dispute will exist at the closing of this Agreement.  At closing, ISSUER will be
free from any and all liabilities, liens, claims and/or commitments.


                                       2
<PAGE>

                  vi.  Ability to Carry Out  Obligations.  ISSUER has the right,
power,  and  authority  to enter into and  perform  its  obligations  under this
Agreement.  The  execution  and  delivery  of this  Agreement  by Issuer and the
performance by ISSUER of its obligations  hereunder will not cause,  constitute,
or  conflict  with  or  result  in (a) any  breach  or  violation  or any of the
provisions of or constitute a default  under any license,  indenture,  mortgage,
charter,  instrument,  articles of  incorporation,  bylaw, or other agreement or
instrument to which ISSUER or its shareholders are a party, or by which they may
be bound, nor will any consents or  authorizations of any party other than those
hereto be  required,  (b) an event that would  cause  ISSUER to be liable to any
party,  or (c) an event that would result in the creation or  imposition  or any
lien,  charge or  encumbrance  on any asset of ISSUER or upon the  securities of
ISSUER to be acquired.

                  vii.  Full  Disclosure.   None  of  the   representations  and
warranties  made  by the  ISSUER  and/or  Shareholders,  or in  any  memorandum,
document or whatever form, or in any  certificate or memorandum  furnished or to
be furnished by the ISSUER,  contains or will contain any untrue  statement of a
material  fact,  or omit any  material  fact  the  omission  of  which  would be
misleading.

                  viii. Contract and Leases. ISSUER is not currently carrying on
any business and is not a party to any contract,  agreement or lease.  No person
holds a power of attorney from ISSUER.

                  ix. Compliance with Laws. ISSUER has complied with, and is not
in violation of any federal,  state, or local statute,  law,  and/or  regulation
pertaining to ISSUER.  ISSUER has complied with all federal and state securities
laws in connection  with the issuance,  sale and  distribution of its securities
and in its filings with the Securities  and Exchange  Commission and all of such
filings have been timely made. All of the certifications made in connection with
its filings are true and correct.  All of ISSUER's affiliates who are subject to
Section  16 of the  Securities  and  Exchange  Act of 1934 have made  timely and
accurate filings under that section.

                  x. Litigation. ISSUER is not (and has not been) a party to any
suit, action,  arbitration,  or legal,  administrative,  or other proceeding, or
pending governmental  investigation.  To the best knowledge of the ISSUER, there
is no basis for any such action or  proceeding  and no such action or proceeding
is  threatened  against  ISSUER and ISSUER is not subject to or in default  with
respect to any order, writ, injunction,  or decree of any federal, state, local,
or foreign court, department, agency, or instrumentality.

                  xi.  Conduct of Business.  Prior to the closing,  ISSUER shall
conduct its business in the normal course,  and shall not (1) sell,  pledge,  or
assign any assets (2) amend its Articles of Incorporation or Bylaws, (3) declare
dividends,  redeem  or sell or issue  stock or other  securities,  (4) incur any
liabilities,  (5)  acquire or dispose of any  assets,  enter into any  contract,
guarantee  obligations  of  any  third  party,  or  (6)  enter  into  any  other
transaction  or  commit  to or agree to do any of the  foregoing.  There  are no
cumulative voting rights with respect to the common stock issued by ISSUER.


                                       3
<PAGE>

                  xii.  Documents.  All  minutes,  consents  or other  documents
pertaining to ISSUER to be delivered at closing shall be valid and in accordance
with the laws of Colorado.

                  xiv.  Title.  The Shares to be issued to  CytoDyn  will be, at
closing,  free and clear of all liens,  security  interests,  pledges,  charges,
claims,  encumbrances  and restrictions of any kind, shall be issued pursuant to
Regulation  D,  Section  506 and  4(2)of  the Act and shall bear a legend in the
following  format:  "THE  SHARES  EVIDENCED  BY THIS  CERTIFICATE  HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND HAVE BEEN ACQUIRED
BY  THE  ISSUEE  FOR  INVESTMENT  PURPOSES.  SAID  SHARES  MAY  NOT BE  SOLD  OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES
UNDER THE SECURITIES ACT OF 1933, OR A PRIOR OPINION OF COUNSEL  SATISFACTORY TO
THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT." None of such Shares
are or will be subject to any voting trust or agreement.  No person holds or has
the right to  receive  any proxy or  similar  instrument  with  respect  to such
shares,  except as provided in this Agreement,  the ISSUER is not a party to any
agreement  which offers or grants to any person the right to purchase or acquire
any of the  securities to be issued to CytoDyn.  There is no  applicable  local,
state or federal law, rule,  regulation,  or decree which would,  as a result of
the  issuance of the Shares to  CytoDyn,  impair,  restrict  or delay  CytoDyn's
voting rights with respect to the Shares.

                  xv.  Employees.  Except  for the  fact  that  the  ISSUER  has
officers  who are deemed to be  employees  by law, the ISSUER does not have now,
nor has it ever had any  employees and is not now, nor has it ever had any COBRA
or other benefit  obligations.  The current directors and officers of the ISSUER
are not  entitled to any  compensation  of any form,  whether  past,  current or
future that has not been paid and no severance benefits are payable to them.

                  xvi. Taxes.  There are no outstanding or threatened tax liens,
assessments, or audits against ISSUER or any of its assets.


         3.       CytoDyn represents and warrants to ISSUER the following:

                  i.  Organization.  CytoDyn is a  corporation  duly  organized,
validly  existing,  and in good standing  under the laws of New Mexico,  has all
necessary  corporate  powers to own properties  and carry on a business,  and is
duly qualified to do business and is in good standing in New Mexico. All actions
taken by the Incorporators, directors and CytoDyn of CytoDyn have been valid and
in accordance with the laws of New Mexico.

                  ii.   CytoDyn  and  Issued   Stock.   CytoDyn   currently  has
outstanding 63,283 shares of common stock.

                  iii.  Counsel.  CytoDyn represents and warrants that prior to
Closing,  that it has been  represented  by  independent  counsel or has had the
opportunity to retain independent counsel to represent it in this transaction.


                                       4
<PAGE>

                  iv. Financial Statements.  The financial statements of CytoDyn
have been prepared in accordance with generally accepted  accounting  principles
consistently  followed by CytoDyn throughout the periods  indicated,  and fairly
present the  financial  position of CytoDyn as of the date of the balance  sheet
and the financial statements,  and the results of its operations for the periods
indicated.

                  v. Absence of Changes.  Since the date of the letter of intent
executed  by the  parties,  there  has not  been  any  change  in the  financial
condition or operations  of CytoDyn,  except  changes in the ordinary  course of
business, which changes have not in the aggregate been materially adverse.

                  vi. Liabilities. CytoDyn does not have any debt, liability, or
obligation of any nature, whether accrued,  absolute,  contingent, or otherwise,
and  whether  due or to  become  due,  that is not  reflected  on the  CytoDyn's
financial statement. CytoDyn is not aware of any pending, threatened or asserted
claims,  lawsuits or contingencies  involving CytoDyn or its common stock. There
is no dispute  of any kind  between  CytoDyn  and any third  party,  and no such
dispute will exist at the closing of this Agreement. At closing, CytoDyn will be
free from any and all  liabilities,  liens,  claims and/or  commitments,  except
those disclosed in its financial  statements,  which include but are not limited
to loans taken and legal fees  outstanding  for the  protection  of its U.S. and
foreign patents. All such liabilities are under $150,000.

                  vii. Ability to Carry Out Obligations.  CytoDyn has the right,
power,  and  authority  to enter into and  perform  its  obligations  under this
Agreement.  The  execution  and  delivery  of this  Agreement  by Issuer and the
performance by CytoDyn of its obligations hereunder will not cause,  constitute,
or  conflict  with  or  result  in (a) any  breach  or  violation  or any of the
provisions of or constitute a default  under any license,  indenture,  mortgage,
charter,  instrument,  articles of  incorporation,  bylaw, or other agreement or
instrument to which CytoDyn or its  shareholders  are a party,  or by which they
may be bound,  nor will any consents or  authorizations  of any party other than
those hereto be required,  (b) an event that would cause CytoDyn to be liable to
any party,  or (c) an event that would result in the creation or  imposition  or
any lien, charge or encumbrance on any asset of CytoDyn to be acquired.

                  viii.  Full  Disclosure.   None  of  the  representations  and
warranties made by CytoDyn and/or its principals, or in any memorandum, document
or whatever media form  furnished or to be furnished by the ISSUER,  contains or
will contain any untrue  statement of a material fact, or omit any material fact
the omission of which would be misleading.

                  ix. Contract and Leases.  CytoDyn is not currently carrying on
any business and is not a party to any contract,  agreement or lease.  No person
holds a power of attorney from CytoDyn.

                  x. Compliance with Laws. CytoDyn has complied with, and is not
in violation of any federal,  state, or local statute,  law,  and/or  regulation
pertaining  to  CytoDyn.  CytoDyn  has  complied  with  all  federal  and  state
securities  laws in connection with the issuance,  sale and  distribution of its
securities.



                                       5
<PAGE>

                  xi.  Litigation.  CytoDyn is not (and has not been) a party to
any suit, action, arbitration, or legal, administrative, or other proceeding, or
pending  governmental  investigation,  with  the  exception  of  that  which  is
disclosed  herein on Schedule B attached  hereto.  To the best  knowledge of the
CytoDyn,  there is no basis for any such action or proceeding and no such action
or proceeding is threatened  against CytoDyn and CytoDyn is not subject to or in
default with respect to any order, writ,  injunction,  or decree of any federal,
state, local, or foreign court, department, agency, or instrumentality.  CytoDyn
is a party  plaintiff  to a lawsuit  against Rex Lewis for fraud it believes was
committed against the company,  and the controversy  surrounding this litigation
is set forth in subparagraph xvii and Schedule B.

                  xii. Conduct of Business.  Prior to the closing, CytoDyn shall
conduct its business in the normal course,  and shall not (1) sell,  pledge,  or
assign any assets (2) amend its Articles of Incorporation or Bylaws, (3) declare
dividends,  redeem or sell stock or other securities, (4) incur any liabilities,
(5)  acquire or  dispose  of any  assets,  enter  into any  contract,  guarantee
obligations of any third party, or (6) enter into any other transaction.

                  xiii.  Documents.  All  minutes,  consents or other  documents
pertaining to ISSUER to be delivered at closing shall be valid and in accordance
with the laws of New Mexico.

                  xiv. Accredited Status.  CytoDyn is an accredited investor, as
that term is defined in Rule 501  promulgated  under the Securities Act of 1933.
CytoDyn  represents  that  it is  able to fend  for  itself  in the  transaction
contemplated by this  agreement,  has such knowledge and experience in financial
and business  matters as to be capable of evaluating the merits and risks of its
investment, has the ability to bear the economic risks of its investment and has
been  furnished  with and has had  access to such  information  as would be made
available in the form of a registration  statement together with such additional
information as is necessary to verify the accuracy of the information supplied.

                  xv.  Employees.  Except for the fact that CytoDyn has officers
who are deemed to be  employees  by law,  CytoDyn  does not have now, nor has it
ever had any  employees  and is not now,  nor has it ever had any COBRA or other
benefit obligations.

                  xvi. Taxes.  There are no outstanding or threatened tax liens,
assessments, or audits against CytoDyn or any of its assets.

                  xvii. Prior  Acquisition  failure.  Allen D. Allen and CytoDyn
had  previously  licensed  the CytoDyn  patents  and  trademarks  to  Amerimmune
Pharmaceuticals,  Inc.  This  license  was  attached as Document 2 to the annual
report on Form  10SB,  filed by  Amerimmune  with the  Securities  and  Exchange
Commission  on June  29,  2000.  The  license  terminated  under  its own  terms
(paragraph  11.2 thereof) on August 14, 2001 when  Amerimmune  filed a quarterly
report on Form 10Q with the Securities and Exchange Commission,  indicating that
it would  not  abide by  paragraph  6,  page 8 of the  license  agreement.  This
provision of the license is required by federal law. Amerimmune's C.E.O., Rex H:
Lewis,  subsequently filed for bankruptcy  protection for Amerimmune in the U.S.
Bankruptcy Court in Las Vegas,  Nevada,  and claimed therein that Amerimmune not


                                       6
<PAGE>

only owned the rights it had  abandoned  under the  license,  but also the major
assets of its key  vendors.  After  resigning  as an  officer  and  director  of
Amerimmune,  Lewis  then  attempted  to buy all such  property  rights and other
property allegedly owned by Amerimmune for the sum of $10,000.  This transaction
was rejected by the  Bankruptcy  Court as a sham  transaction.  Further  adverse
actions by Mr. Lewis against CytoDyn and its assets are possible, but records of
the U.S. Patent and Trademark  Office  currently show that the patents are owned
by  Allen  D.  Allen,  the  trademarks  are  owned  by  CytoDyn,  and  they  are
unencumbered by any assignment.

                  xiv.  Patent  Ownership.  Allen D. Allen  hereby  warrants and
represents  that all of the patents  referred to in this agreement are under his
sole  control  and  ownership,  and  that  CytoDyn  has his full  agreement  and
authority to license the said patents to ISSUER pursuant to this Agreement. Only
this  subparagraph  of  this  Agreement  and  the  miscellaneous  provisions  of
paragraph 8 that apply to it are binding upon and  enforceable  against Allen D.
Allen in his individual capacity.

         4.       INVESTMENT INTENT. CytoDyn agrees that the shares being issued
pursuant to this  Agreement  may be sold,  pledged,  assigned,  hypothecated  or
otherwise  transferred,  with or  without  consideration  (a  "Transfer"),  only
pursuant to an effective registration statement under the Act, or pursuant to an
exemption from  registration  under the Act, the  availability of which is to be
established  to the  satisfaction  of ISSUER,  or an applicable  exemption  from
registration.  CytoDyn agrees, prior to any transfer,  to give written notice to
ISSUER  expressing its desire to effect the transfer and describing the proposed
transfer.

         5.       CLOSING.  The closing of this transaction  shall take place at
the  offices of the  ISSUER's  counsel  at 629 State  Street,  Suite 217,  Santa
Barbara, California, on or before **, 2003.


         6.       DOCUMENTS TO BE DELIVERED AT CLOSING.
                  -------------------------------------

                  i.       By the ISSUER:

                  (1)      A certificate or certificates  for 5,362,640  Shares,
registered in the name of CytoDyn.

                  (2)      The resignation of all officers of ISSUER.

                  (3)      A  Board  of  Directors  resolution  appointing  such
person as CytoDyn shall designate as a director(s) of ISSUER.

                  (4)      The resignation of all the directors of ISSUER.

                  (5)      Current  SEC  filings  of  the  ISSUER,  which  shall
include a current  balance  sheet and  statements  of  operations,  stockholders
equity and cash flows for the twelve (12) month period then ended.


                                       7
<PAGE>

                  (6)      All of the business and corporate  records of ISSUER,
including but not limited to correspondence files, bank statements,  checkbooks,
savings account books, minutes of shareholder and directors meetings,  financial
statements,   shareholder  listings,  stock  transfer  records,  agreements  and
contracts.

                  (7)      Such  other  minutes  of  ISSUER's   shareholders  or
directors as may reasonably be required by CytoDyn.

                  (8)      An Opinion Letter from ISSUER's Attorney attesting to
the validity  and  condition of the ISSUER,  this  transaction,  the issuance of
ISSUER's  outstanding  shares  and the  status  of  ISSUER's  filings  with  the
Securities and Exchange Commission.

                  ii.      By CytoDyn:
                           -----------

                  (1)      Delivery of a valid  assignment  of the trademark and
license.

                  (2)      Consents  signed by CytoDyn,  consenting to the terms
of this Agreement.

         7.       PRE AND POST CLOSING COVENANTS.
                  -------------------------------

                  i.  Forgiveness  of Rexray  debt.  Prior to the  closing,  all
indebtedness  of  Rexray,  if any,  shall  be  forgiven  and  discharged  by the
obligee(s) thereof pursuant to a written instrument  executed by said obligee(s)
in favor of Rexray.

                  ii. Shareholder approval.  Following the closing, Rexray shall
obtain approval, if required by law, of this acquisition from its shareholders.

                  iii.  License.  An assignment of the license shall be executed
by CytoDyn, in which paragraph 11 of the license will be redacted.

                  iv. Reverse split. Prior to the closing, ISSUER shall effect a
one for two (1-2) reverse split of its common share capital,  which will require
a proxy  statement  or  information  statement  filing,  shareholder  notice and
approval of a majority of the outstanding common shares.

         8.       MISCELLANEOUS.

                  i. Captions and Headings.  The Article and paragraph  headings
throughout  this Agreement are for  convenience and reference only, and shall in
no way be deemed to define,  limit,  or add to the meaning of any  provision  of
this Agreement.


                                       8
<PAGE>

                  ii. No oral change.  This Agreement and any provision  hereof,
may not be waived,  changed,  modified,  or  discharged  orally,  but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, or discharge is sought.

                  iii.  Non Waiver.  Except as  otherwise  provided  herein,  no
waiver of any  covenant,  condition,  or  provision of this  Agreement  shall be
deemed to have been made  unless  expressly  in writing  and signed by the party
against whom such waiver is charged;  and (I) the failure of any party to insist
in any  one  or  more  cases  upon  the  performance  of any of the  provisions,
covenants,  or  conditions  of this  Agreement or to exercise any option  herein
contained shall not be construed as a waiver or relinquishment for the future of
any  such  provisions,   covenants,  or  conditions,   (ii)  the  acceptance  of
performance  of  anything  required  by  this  Agreement  to be  performed  with
knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or  failure,  and (iii) no waiver by
any party of one breach by another  party  shall be  construed  as a waiver with
respect to any other or subsequent breach.

                  iv. Time of Essence.  Time is of the essence of this Agreement
and of each and every provision hereof.

                  v.  Entire  Agreement.  This  Agreement  contains  the  entire
Agreement and understanding between the parties hereto, and supersedes all prior
agreements and understandings.

                  vi.    Counterparts.    This   Agreement   may   be   executed
simultaneously  in one or more  counterparts,  each of which  shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

                  vii.  Notices.  All  notices,  requests,  demands,  and  other
communications  under this Agreement  shall be in writing and shall be deemed to
have been duly given on the date of service if served personally on the party to
whom notice is to be given,  or on the third day after  mailing if mailed to the
party  to whom  notice  is to be  given,  by first  class  mail,  registered  or
certified, postage prepaid, and properly addressed, and by fax, as follows:

ISSUER:                             James B. Wiegand
                                    16200 WCR 18E
                                    Loveland, CO 80537
                                    Phone: (970) 635-0346
                                    Fax:   (970) 635-0346

CytoDyn:                            Allen D. Allen
                                    4236 Longridge Ave.
                                    Suite 302
                                    Studio City, CA 91604
                                    Phone: (505) 577-1636
                                    Fax:   (323) 525-0870



                                       9
<PAGE>

                  ix. Costs. All costs and expenses  incurred in connection with
this  transaction,  including  all  reasonable  legal  and  accounting  fees and
expenses,  whether or not the transaction is consummated,  and any actions taken
by either party in reliance  upon this  Agreement  shall be at such party's sole
risk and expense.

                  x. Cooperation. The parties agree to cooperate with each other
to  execute  any and all  documents  which may be  required  to  consummate  the
transaction, to file any documents required under local, state or federal law to
consummate  the   transaction,   and  to  obtain  any  necessary   approvals  of
shareholders or any third parties.

                  xi. No third party  beneficiaries.  This Agreement is intended
to benefit  only the parties to this  transaction,  and there are no third party
beneficiaries to this Agreement.



         IN WITNESS  WHEREOF,  the  undersigned has executed this Agreement this
30th day of September, 2003.



                                      REXRAY CORPORATION


                                      By: /s/ James B. Wiegand
                                         ---------------------------------------
                                         James B. Wiegand, President


                                      CytoDyn of New Mexico, Inc.


                                      By: /s/ Allen D. Allen
                                         ---------------------------------------
                                         Allen D. Allen, President pursuant to a
                                         resolution of the Board of Directors of
                                         CytoDyn adopted on September 30, 2003.


                                      As to paragraph 3xviii and paragraph 6
                                      subparagraph ii (1) as the registered
                                      owner of the patents only:

                                       /s/ Allen D. Allen
                                      ---------------------------------------
                                      Allen D. Allen, Individually







                                       10
<PAGE>

                                   SCHEDULE B
                                 Legal Disputes

In Nevada
---------

Allen and  CytoDyn  had  previously  licensed  the  patents  and  trademarks  to
Amerimmune Pharmaceuticals,  Inc. This license was attached as Document 2 to the
annual report  (10-KSB) filed by Amerimmune with the SEC on June 29, 2000 and is
available for public inspection.

The license  terminated  under its own terms (paragraph 11.2) on August 13, 2001
when  Amerimmune  filed a 10Q with the SEC  acknowledging  on page 12 of the 10Q
that  Amerimmune  would  not  abide  by  paragraph  6,  page 6,  of the  license
agreement.  This provision of the license is required by federal law. There were
several other breaches of the license, including, without limitation, default of
the payments for patent and license fees.

Amerimmune's  CEO, Rex H. Lewis,  subsequently had Amerimmune file for Chapter 7
bankruptcy in Las Vegas, Nevada, claiming through his agent, Pamela M. Kapustay,
that  Amerimmune  not only owned the rights it had  abandoned but also the chief
assets of its key  vendors.  After  resigning  as an  officer  and  director  of
Amerimmune,  Lewis then  attempted to buy all such alleged  property for himself
for a payment of $10,000. This was immediately rejected by the bankruptcy judge.
The trustee,  on  instruction  from the judge,  moved to dismiss the  bankruptcy
case, which the judge then dismissed on September 24, 2003.

The records of the U.S.  Patent and  Trademark  Office  (www.uspto.gov)  and its
foreign counterparts confirm that the patents are owned by Allen, the trademarks
are owned by CytoDyn, and they are unencumbered by any assignment.

In California
-------------

Apparently by converting the proprietary  methods of CytoDyn's chief  laboratory
vendor,  Amerimmune  abandoned the laboratory  technology that CytoDyn had spent
approximately $900,000 developing. To recover this loss, CytoDyn brought suit in
California against Amerimmune's  officers and directors which is scheduled to be
heard as a jury trial in April of 2004. CytoDyn, and therefore Rexray, will only
receive two thirds of any monetary  damages  recovered  because CytoDyn is being
represented under a partial contingent-fee agreement for legal services.

Rex Lewis  (only) filed a  cross-complaint  against  CytoDyn and its  Directors.
CytoDyn  already has a summary  judgment  against  some of the  cross-complaint,
which the judge  ruled  contained  improper  and  prohibited  causes of  action.
Surviving elements of the cross-complaint will be dealt with on merit since they
are false and, in any event, do not specify any harm done to Lewis,  who himself
rendered Amerimmune  insolvent and then made an unsuccessful  attempt to acquire
its assets for himself.


                                       11
<PAGE>

                               AMENDMENT NUMBER 1
                                       TO
                              ACQUISITION AGREEMENT

Rexray  Corporation and CytoDyn of New Mexico,  Inc. entered into an Acquisition
Agreement  dated September 30, 2003. The parties wish to amend that Agreement as
set forth in this  Amendment  Number 1. Defined terms in this Amendment have the
same meanings as they have in the Acquisition Agreement.

I.     The parties agree to amend the Acquisition Agreement as follows:

A.     Article 1.i. is amended to add the following sentence:

       ISSUER  understands  and agrees that the  trademark  and license are only
       part of the  assets of  CytoDyn,  and that  Issuer is not  acquiring  the
       business of CytoDyn. As a result, Issuer also understands that CytoDyn is
       not entering into a covenant not to compete or any other  restriction  on
       CytoDyn's business in connection with this Acquisition Agreement.

B.     Article 3.ii. is deleted and the following  Article 3.ii. is added in its
       place:

       Ownership  of Assets.  CytoDyn  owns and has title to the  trademark  and
       license, subject to no liens or encumbrances.

C.     Article  3.xii.  is  amended  by adding the  italicized  language  to the
       paragraph:

       Conduct of Business.  Prior to the  closing,  CytoDyn  shall  conduct its
       business in the normal  course,  and shall not DO ANY OF THE FOLLOWING IN
       SUCH A WAY AS TO AFFECT THE SALE OF THE  TRADEMARK AND LICENSE UNDER THIS
       ACQUISITION  AGREEMENT:  (1) sell, pledge, or assign any of the TRADEMARK
       OR LICENSE  assets,  (2) amend its Articles of  Incorporation  or Bylaws,
       (33) declare  dividends,  redeem or sell stock or other  securities,  (4)
       incur any liabilities,  (5) acquire or dispose of any assets,  enter into
       any contract, guarantee obligations of any third party, or (6) enter into
       any other transaction.

D.     Article 3.xvii is amended by deleting the title and adding in its place:

       Prior License Failure.

II.    The parties further agree that:

A.     The amendments to the  Acquisition  Agreement will be deemed to have been
       made as of the date of the Acquisition Agreement.


Amendment Number 1
Page 1 of 2

<PAGE>

B.     Except for the  amendments,  the terms and conditions of the  Acquisition
       Agreement will remain unchanged.

Dated:  November 20, 2003

REXRAY CORPORATION



By:  /s/ Brian J. McMahon
   ------------------------------------------
   Brian J. McMahon, Executive Vice President

CytoDyn of New Mexico, Inc.



By:  /s/ Allen D. Allen
   ------------------------------------------
   Allen D. Allen, President



As to paragraph 3xiv and the provisions of paragraph 8 that apply to him only:


  /s/ Allen D. Allen
------------------------------------------
Allen D. Allen, Individually















Amendment Number 1
Page 2 of 2