<PAGE>
                                                                   EXHIBIT 10.58


                          EASTERN DISTRICT OF MICHIGAN
                                SOUTHERN DIVISION



--------------------------------------------------X
COMMONWEALTH PHARMACEUTICALS, LTD.
and IMMUNE MODULATION MAXIMUM CORP.,

PLAINTIFFS AND COUNTERCLAIM DEFENDANTS,

               v.

ADVANCED VIRAL RESEARCH CORP.,
                                                    Case No. 00-73521
         DEFENDANT, COUNTERCLAIM-PLAINTIFF,         Honorable Judge A. Tarnow
         AND THIRD-PARTY PLAINTIFF,                 Magistrate Judge Morgan

                v.

CHARLES E. MILLER,

         ADDITIONAL DEFENDANT ON THE COUNTERCLAIMS
         AND THIRD-PARTY DEFENDANT.

--------------------------------------------------X

                              SETTLEMENT AGREEMENT

THIS AGREEMENT entered into by and between Advanced Viral Research Corporation
("ADVR"), a Delaware corporation having a principal place of business at 200
Corporate Boulevard South, Yonkers, New York, New York, 10701, and Immune
Modulation Maximum Corporation ("IMMC"), a Delaware corporation having a
principal place of business at 20925 Newman Drive, Trenton, Michigan 48183,
Commonwealth Pharmaceuticals, Ltd. ("Commonwealth"), a Caymanian corporation
having a principal place of business at 20925 Newman Drive, Trenton, Michigan
48183 and Charles E. Miller ("Miller") residing at 20925 Newman Drive, Trenton,
Michigan 48183.




                                       1
<PAGE>

                  WHEREAS, IMMC and Commonwealth jointly commenced Civil Action
No. 00-73521 in the Eastern District of Michigan, alleging that IMMC and
Commonwealth are the sole and exclusive owner of the Reticulose technology and
U.S. Patent No. 5,849,196 (the `196 patent), which relate to Reticulose
technology.

                  WHEREAS, ADVR contends against IMMC, Commonwealth and Miller
that ADVR is the exclusive owner of the `196 patent and U.S. Pat. No. 6,312,602
B1 (the `602 patent) a continuation-in-part of the `196 patent, was filed prior
to the commencement of the instance litigation and subsequently issued during
this litigation, the contents of the `602 patent being substantially the same as
the contents of the `196 patent.

                  WHEREAS, IMMC represented to the U.S. Patent and Trademark
Office that IMMC is the 100% owner of the `602 patent.

                  WHEREAS, the Eastern District Court of Michigan held, on
summary judgment, that ADVR is the rightful owner of all the confidential
information, trade secrets and know-how concerning the formula, process and
manufacturing of Reticulose.

                  WHEREAS, subject to the terms and conditions of this
Agreement, the parties intend to settle the above-captioned case pending in the
U.S. District Court for the Eastern District of Michigan and all other disputes
between them as of the date of this agreement, whether asserted in said case or
not.

                  NOW THEREFORE, in consideration of the mutual promises,
covenants and undertakings herein set forth, the parties hereby agree as
follows:

ARTICLE I. DEFINITIONS

As used herein, the terms set forth below shall have the following meanings:



                                       2
<PAGE>

1.       "Reticulose" shall mean the pharmaceutical product normally bearing the
         name Reticulose that was developed by Vincent and/or Biagio Lapenta or
         modified by said Vincent and/or Biagio Lapenta and/or modified by Key
         Pharmaceuticals, Inc. and/or ADVR's predecessor Cepher Chen.

2.       "Reticulose Technology" shall mean any confidential formula, process,
         manufacturing technique, trade secret, know-how or proprietary
         information that relates to Reticulose, its method of manufacture and
         its method of use. The confidentiality all above information is
         vitiated to the extent that it is published, except that 1) the first
         publication of such information was made by IMMC, Commonwealth or
         Miller; or 2) said above information was wrongfully obtained from ADVR
         or any of its predecessors in interest. All information obtained from
         any patent owned by ADVR excepting those patents listed in Schedule A
         is not confidential and may be used by IMMC, Commonwealth or Miller to
         the extent that such use does not infringe any of ADVR's patents.

3.       "Modification" or "improvement" means any change in the composition,
         process of manufacture or method of use of Reticulose or Reticulose
         Technology to the extent that such change is derived from or made based
         on ADVR's confidential information, irrespective of said modification
         or improvement was conceived or made prior or subsequent to the date of
         this Agreement.

4.       "Predecessors" as used in connection with ADVR shall include William
         Bregman, Bernard Friedland, the Trustee in Bankruptcy of the Bankruptcy
         Court of Hong Kong, Cepher Chen, Key Pharmaceuticals, Inc., Key
         Pharmaceuticals, Ltd., Biagio Lapenta and Vincent Lapenta.




                                       3
<PAGE>

5.       "Pharmaceutical Product" shall have the same meaning as the term "drug"
         defined in 21 U.S.C. 321(g)(1).

6.       "Dietary Supplement" shall have the same meaning as defined in 21
         U.S.C. 321(ff).

7.       Intermediate shall mean any chemical composition used directly or in
         modified form in the manufacture of any IMMC's product licensed under
         Article III, paragraph 1 of this Agreement.

ARTICLE II. ASSIGNMENT TO ADVR

1.       IMMC, Commonwealth and Miller hereby sell, assign and transfer, jointly
         and severally, to ADVR, its successors and assigns all of the claims,
         rights, title and interest of IMMC, Commonwealth and Miller in and to
         Reticulose and in and to Reticulose Technology and in and to any
         modification or improvement of Reticulose and/or Reticulose Technology
         and in and to the trademark Reticulose, including but not limited to
         the formula and instructions for making Reticulose delivered to IMMC,
         Commonwealth and/or Miller or any of them by the heirs or any of the
         heirs of Biagio Lapenta, and IMMC, Commonwealth and Miller each hereby
         acknowledge that ADVR is the sole and rightful owner of all rights,
         title and interests in and to the Reticulose trademark and all
         Reticulose Technology.

2.       IMMC, Commonwealth and Miller hereby sell, assign and transfer, jointly
         and severally, to ADVR, its successors and assigns, all rights, title
         and interest in and to any and all patents throughout the world
         relating to Reticulose technology or any modification or improvement of
         Reticulose technology, or any substance derived from Reticulose
         technology, or any use of the foregoing, owned by any of them
         including, but not limited to, the patents listed in Schedule A
         attached hereto, and in and to any and all inventions and discoveries
         described and/or claimed in such patents, and in and to any and all
         currently pending patent applications throughout the world directed to



                                       4
<PAGE>

         or describing subject matter that is the same as or a modification or
         improvement of the subject matter of any of the patented inventions
         hereinabove assigned, or which are derived therefrom or relate to a use
         or method of manufacture thereof, including, all divisional,
         continuing, substitute, renewal, reissue and all other applications
         thereon, including, but not limited to, the applications listed in
         Schedule B attached hereto, and all patents resulting therefrom, and
         all of the inventions and discoveries described or claimed therein.

3.       IMMC, Commonwealth and Miller hereby sell, assign and transfer, jointly
         and severally, to ADVR, its successors and assigns, all rights, title
         and interest for the United States and all foreign countries throughout
         the world in and to any and all inventions and discoveries owned by
         said assignors or any of them relating to Reticulose technology or any
         modification or improvement of Reticulose technology, or any substance
         derived from Reticulose technology, or any use of the foregoing,
         including, but not limited to, any of the inventions and discoveries
         listed in Schedule C attached hereto, and in and to any and all patents
         and patent applications resulting therefrom throughout the world
         resulting from or directed to any of said inventions.

4.       Any and all patents, patent applications, inventions and discoveries
         assigned, by IMMC, Commonwealth and/or Miller in this Article II, are
         hereby warranted by the assignor(s), jointly or severally, to be the
         sole and exclusive property of said assignor(s).




                                       5
<PAGE>

5.       IMMC, Commonwealth, and Miller, jointly or severally, covenant with
         ADVR, its successors, assigns and legal representatives that no
         assignment, grant, mortgage, license or other agreement affecting the
         title, rights or property conveyed to ADVR by this Article II has been
         made to others by IMMC, Commonwealth, and/or Miller, and that the full
         right to convey the same as herein expressed is possessed by IMMC,
         Commonwealth and/or Miller, jointly or severally.

6.       IMMC, Commonwealth and/or Miller agree that when requested, and at no
         charge by IMMC, Commonwealth and Miller but entirely at the expense of
         ADVR, its successors, assigns and legal representatives, to carry out
         in good faith the purposes of this assignment, IMMC, Commonwealth,
         and/or Miller, their officers, directors, successors and assigns will
         (a) execute or have executed all rightful oaths, assignments, powers of
         attorney and other papers in a form suitable for filing in the patent
         offices and courts of the United States and all other countries to
         which said assigned patents, patent applications and inventions relate,
         (b) communicate to ADVR, its successors, assigns and legal
         representatives, all facts known to IMMC, Commonwealth, Miller, their
         officers, directors, successors and assigns relating to said patents,
         patent applications and inventions and the history thereof, (c) testify
         truthfully in any appropriate patent office or court concerning said
         inventions, patent applications and patents, and (d) generally do
         everything lawful and reasonable which ADVR, its successors, assigns
         and legal representatives shall consider desirable in the securing,
         maintaining and enforcing proper patent protection for said patents,
         patent applications and inventions and for vesting title to said
         patents, patent application and inventions throughout the world in
         ADVR, its successors assigns and legal representatives.



                                       6
<PAGE>

7.       IMMC, Commonwealth, and Miller, jointly and severally, covenant with
         ADVR, its successors, assigns and legal representatives not to seek any
         declaration, declaratory judgement or other judicial determination that
         the patents, patent applications, inventions and discoveries or any of
         them assigned to ADVR in this Article II are invalid or unenforceable.

8.       IMMC, Commonwealth and Miller hereby warrant, severally and jointly,
         hat the assignments in this Article II constitute the entire claims,
         rights, title and interest of IMMC, Commonwealth and Miller in and to
         Reticulose and in and to Reticulose Technology and in and to any
         modification or improvement of Reticulose and in and to the trademark
         Reticulose, owned by them, jointly or severally.

ARTICLE III. LICENSE TO IMMC

1.       ADVR, its successors assigns and legal representatives hereby grants to
         IMMC a non-exclusive, non-transferable, royalty free license to make,
         use and sell products coming within the scope of U.S. Patent Nos.
         5,849,196 and 6,312,602 B1, but limited only to (a) dietary supplement
         products that are taken by mouth, and (b) are products that are
         presently on sale by IMMC through its current website, which products
         are listed in Schedule D attached hereto. If IMMC wishes to change the
         mark/name of its licensed products, IMMC will notify ADVR, at least
         thirty (30) days in advance, any change of such mark/name to seek
         ADVR's approval which will not be unreasonably withheld. Apart from
         products meeting both conditions (a) and (b) in this paragraph, ADVR
         does not grant IMMC any license to make, use or sell products coming
         within the scope of U.S. Patent Nos. 5,849,196 and 6,312,602 B1, nor to
         use any of the inventions and discoveries assigned herein in Article II
         above, nor to use any other invention or discovery owned by ADVR, save



                                       7
<PAGE>

         for the limited license granted in this paragraph in and to U.S. Patent
         Nos. 5,849,196 and 6,312,602 B1. Subject to the provisions in paragraph
         IV.3 below, this license shall endure until the last of the licensed
         patents is no longer valid and subsisting, and shall not be affected by
         sale, license or transfer by ADVR of any other rights in the patents.

2.       If IMMC desires a license to market any product not licensed in
         paragraph III.1 above but coming within the scope of ADVR's patents,
         either those patents not licensed herein or those patents subject to
         the limited license in paragraph III.1 above, IMMC shall in advance
         request such license in writing from ADVR describing said product, its
         intended use and its manner of administration, seeking ADVR's approval,
         which approval shall be granted or denied in the sole discretion of
         ADVR, and it is understood by all parties hereto that the making,
         using, offering to sell or selling of any such product without ADVR's
         prior written approval shall constitute patent infringement of ADVR's
         patents.

3.       IMMC may contract with a third party to make IMMC's products listed in
         Schedule D for IMMC only, and to sell such licensed product to IMMC but
         not to any third parties. IMMC may contract with a distributor to sell
         IMMC's products listed in Schedule D under the name of IMMC, so long as
         said product has been made by IMMC or a third party under a contract
         with IMMC in accordance with this paragraph III.3. Each such
         distributor will have no right to make IMMC's products listed in
         Schedule D or have such products made for them.

4.       Similarly, IMMC may contract with a third party to make any
         intermediate used in the manufacture of any product listed in Schedule
         D, provided that said intermediate is sold to IMMC and only to IMMC for



                                       8
<PAGE>

         the use, manufacture and sale of IMMC products listed in Schedule D and
         for no other use. This paragraph III.4 does not grant IMMC the right to
         sell said intermediate as a licensed product unless said intermediate
         is included in Schedule D.

5.       No license or other right is granted herein, directly or by
         implication, estoppel or otherwise, with respect to any patents,
         trademarks, tradenames, copyrights, trade secrets, or know-how (other
         than the patents and explicitly licensed hereunder, and intermediate(s)
         as provided in the above paragraph III.4, and no such license or other
         right shall arise from the consummation of this Settlement Agreement or
         from any acts, statements or dealings leading to such consummation.

6.       IMMC, Commonwealth and/or Miller acknowledge that ADVR has not in any
         way participated in the research, development, formulation, testing,
         including clinical testing, production, packaging, distribution,
         marketing and sale of any of IMMC products licensed as set forth in
         Schedule D. IMMC, Commonwealth and/or Miller, jointly or severally,
         hereby indemnify and agree to hold ADVR harmless from any and all
         liabilities arising from the manufacture, distribution, marketing, sale
         or use of any of IMMC products listed in Schedule D, and additionally
         agree to reimburse ADVR for all of its costs and attorneys fees
         incurred in ADVR's defense of any actions against it arising from the
         manufacture, distribution, marketing, sale or use of any of IMMC
         products, except that IMMC, Commonwealth and/or Miller shall not be
         obligated to indemnify relative to any such liability unless (a) ADVR
         gives IMMC, Commonwealth and/or Miller prompt written notice of the
         liability once it is asserted against ADVR, (b) permits IMMC,



                                       9
<PAGE>

         Commonwealth and/or Miller to defend or settle the liability, and (c)
         ADVR provides all reasonable assistance to IMMC, Commonwealth and/or
         Miller in defending the liability entirely at the expenses of IMMC,
         Commonwealth and/or Miller.


ARTICLE IV. GENERAL PROVISIONS

1.       IMMC, Commonwealth and Miller, either alone or jointly, either by
         itself, themselves or by a company, partnership or corporation owned
         and/or controlled by them singly or combination, will not advertise or
         publicize orally or though any medium whatsoever that there is any
         connection, present or past between such advertising or publicizing
         entity or any of its products and ADVR, any of the predecessors of ADVR
         or Reticulose or any modifications or improvements of Reticulose, and
         any advertising or publicity material which any of IMMC, Commonwealth
         or Miller, individually or jointly, have in their possession at the
         time of the signing of this Agreement and which violate any of the
         terms and conditions of this paragraph will be delivered to ADVR for
         destruction within fifteen (15) days of such signing.

2.       IMMC, Commonwealth and Miller, either alone or jointly, either by
         itself, themselves or by a company, partnership or corporation owned
         and/or controlled by them singly or combination, will not copy,
         distribute or publicize any data obtained by ADVR or any of its
         predecessors or produced by or for ADVR or its successors, relating to
         Reticulose, any modifications or improvements of Reticulose or any
         other product of ADVR, as if the data were developed by or for IMMC,
         Commonwealth or Miller or was derived from a product of IMMC,
         Commonwealth or Miller, at any time, orally or through any form of
         media and for any purpose whatsoever including, but not limited to



                                       10
<PAGE>

         establish, support or substantiate the efficacy of any product of IMMC,
         Commonwealth or Miller, jointly or severally, to compare the efficacy
         of any such product with any product produced by ADVR, its predecessors
         and successors, or to establish a commonality with or derivation of
         such product and any product produced by ADVR, its predecessor and
         successors. To the extent that IMMC, Commonwealth and Miller jointly or
         severally possess any documents or thing violating this paragraph, all
         such documents and things shall be delivered to ADVR for destruction
         within fifteen (15) days of the signing of this Agreement.

3.       All parties acknowledge that each and every obligation imposed on any
         or all of IMMC, Commonwealth and Miller by this contract is critical
         and material to this contract and any breach of any such obligation
         shall, in addition to all other remedies in law or in equity to which
         ADVR may be entitled, entitle ADVR to cancel the license granted in
         paragraph III.1 above.

4.       Should any part of this Agreement be held unenforceable or in conflict
         with the law as interpreted by the U.S. District Court for the Eastern
         District of Michigan, the validity of the remaining parts or provisions
         shall not be affected by such holding.

5.       It is understood and agreed that any delay, waiver or omission by one
         party to exercise any right or power arising from any breach or default
         by another party in any of the terms, provisions or covenants of this
         Agreement shall not be construed to be a waiver by said one party of
         any subsequent breach of the same or other terms, provisions or
         covenants on the part of said other party.



                                       11
<PAGE>

6.       The parties acknowledge and agree that one of the purposes of this
         Agreement is to settle the litigation above-captioned and to that
         purpose the parties agree to execute and file with the Court the
         Stipulation of Discontinuance in the form attached hereto as Attachment
         1, and to exchange General Releases in the forms attached hereto as
         Attachments 2 and 3.



                                       12
<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed, sealed and delivered as of the date of signing of the
last signatory hereto.

                                    COMMONWEALTH PHARMACEUTICALS, LTD.

Date: 03/15/02                      By:     /s/ CHARLES E. MILLER
      ---------------------             ---------------------------------------
                                            Charles E. Miller, President


                                    IMMUNE MODULATION MAXIMUM CORP.

Date: 03/15/02                      By:     /s/ CHARLES E. MILLER
      ---------------------             ---------------------------------------
                                            Charles E. Miller, President


Date: 03/15/02                      By:     /s/ CHARLES E. MILLER
      ---------------------             ---------------------------------------
                                            Charles E. Miller, Individually


                                    ADVANCED VIRAL RESEARCH CORP.

Date: 03/20/02                      By:     /s/ SHALOM HIRSCHMAN
      ---------------------             ---------------------------------------
                                            Shalom Hirschman, President



                                       13
<PAGE>


                                   SCHEDULE A

         The following represents a complete list of any and all patents owned
by IMMC, Commonwealth and Miller, jointly or severally:

1.       U.S. Pat. No. 5,849,196
2.       U.S. Pat. No. 6,312,602 B1



<PAGE>


                                   SCHEDULE B

         IMMC, Commonwealth and Miller, jointly or severally, represent that
there are no pending applications in the United States or throughout the world
owned by them jointly or severally.



<PAGE>


                                   SCHEDULE C

         The following represents a complete list of any and all inventions and
discoveries owned by IMMC, Commonwealth and Miller, jointly or severally:

1.       Kochel B. and W. Sajewicz, Modulatory effects of peptide nucleic acid
         preparations on human neutrophil activity IN VITRO manifested by
         phagocyte luminescence. A lecture at Inst. of Internal and Occup.
         Diseases, Wroclaw Univ. of Medicine, 25 June 1996, and Report to
         Immunotherapy, Inc. USA, June 1996.

2.       Kochel B., Regulation of human non-specific immunoresponse: A PNA -
         controlled parametric triggering. Abstracts of the Int. Congress STRESS
         F LIFE. STRESS AND ADAPTATION FROM MOLECULES TO MAN. Page 39.

3.       Kochel B. and Sajewicz W., Biphasic modulation of neutrophil
         phagocytosis by peptide nucleic acids: an evidence from phagocyte
         luminescence. EUROP. J. CLIN. CHEM. BOCHEM. 35, A85, 1997.

4.       Kochel B. and Sajewicz W., IMMAX A-induced modulations of a phagocytic
         activity of human neutrophils manifested through luminescence
         measurements. Report to Immunotherapy Inc., August 1997.

5.       Kochel B. and Sajewicz W., Allosteric inhibition of xanthine oxidase by
         peptide nucleic acids; and enzyme kinetics based on integrated
         luminescence. Report to Immunotherapy Inc., 1998.

6.       Kochel B., Control of the first line human defense system. An
         autocatalytic model. KYBERNETES. 28: 4 1999; pp. 420-440.


<PAGE>

7.       Kochel B., Immediate and late effects of a Peptide Preparation IMMAX A
         on CD4 and CD8 T Cell Counts in HIV Positive Patients. Report to
         Immunotherapy, Inc. March 1998.

8.       Kochel B., Inhibitory Action of Peptide (IMMAX A) and Peptide Nucleic
         Acid (IMMAX B) Preparations Towards the Peroxidative Activity of
         Myeloperoxidase.

9.       Kochel B., Kinetics of the Biphasic Modulation of Phagocytosis. A
         biochemical model from boicybernetic premises. KYBERNETES. 30: 9/10
         2001; pp. 1318-1326.



<PAGE>


                                   SCHEDULE D

         The following represents a complete list of any and all dietary food
supplement products that are taken by mouth and presently on sale by IMMC
through its current website:

1.       Natural Immune Intelligence - Food Supplement tablets

2.       Natural Immune Intelligence Plus - Food Supplement tablets

3.       Natural Immune Balance - Food Supplement tablets

4.       Immax A - Food Supplement elixir

5.       Immax B - Food Supplement elixir

6.       Immax - Food Supplement elixir



<PAGE>


                                  ATTACHMENT 1



---------------------------------------------------X
COMMONWEALTH PHARMACEUTICALS, LTD.
and IMMUNE MODULATION MAXIMUM CORP.,

         PLAINTIFFS AND COUNTERCLAIM DEFENDANTS,

                 v.

ADVANCED VIRAL RESEARCH CORP.,
                                                    Case No. 00-73521
         DEFENDANT, COUNTERCLAIM-PLAINTIFF,         Honorable Judge A. Tarnow
         AND THIRD-PARTY PLAINTIFF,                 Magistrate Judge Morgan

                 v.

CHARLES E. MILLER,

         ADDITIONAL DEFENDANT ON THE COUNTERCLAIMS
         AND THIRD-PARTY DEFENDANT.

---------------------------------------------------X

                STIPULATION OF DISMISSAL OF ACTION WITH PREJUDICE


<PAGE>


         It is hereby stipulated and agreed that, pursuant to Rule 41 of the
Federal Rules of Civil procedure, the above captioned action, including any and
all counterclaims, is hereby dismissed with prejudice by stipulation of the
parties. Each of the parties is to bear its own costs and attorneys' fees. The
Court will retain jurisdiction to enforce the provisions of the Settlement
Agreement, a copy of which is attached.

DATED:   March 20, 2002

                                       SO ORDERED:


                                       ----------------------------------------
                                       Arthur Tarnow
                                       United States District Judge

CONSENTED TO:

By:          /s/ YULING REN            By:          /s/ ROBERT A. BONDRA
    --------------------------------       ------------------------------------
    Myron Cohen                            Joseph P. Carrier
    Yunling Ren                            Robert A. Bondra
    COHEN, PONTANI, LIEBERMAN              CARRIER, BLACKMAN &
    & PAVANE                               ASSOCIATES, P.C.
    551 Fifth Avenue                       24101, Novi Road - Suite 100
    New York, NY 10176                     Novi, MI 48375
                                           Attorneys for Plaintiffs
                                           Immune Modulation Maximum
    Phillip J. Kessler                     Corporation & Commonwealth
    James F. Gehrke                        Pharmaceuticals, Inc. and for Third-
    Butzel Long                            Party Defendant Charles E. Miller
    150 West Jefferson, Suite 900
    Detroit, MI 48226-4430
    Attorneys for Defendant
    and Third Party Plaintiff
    Advanced Viral Research Corp.


<PAGE>


                                  ATTACHMENT 2

                                 GENERAL RELEASE

         In consideration of mutual releases, assignments, covenants, agreements
and/or other good and valuable consideration, the receipt of which is hereby
acknowledged, Advanced Viral Research Corporation, a Delaware corporation having
a principal place of business at 200 Corporate Boulevard South, Yonkers, New
York, 10701, including its administrators, successors, assigns, officers,
directors, employees, trustees and subsidiaries (all of the foregoing being
referred to in this paragraph as "Releasors") release, acquit and forever
discharge Immune Modulation Maximum Corporation, a Delaware corporation having a
principal place of business at 20925 Newman Drive, Trenton, Michigan 48183,
Commonwealth Pharmaceuticals, Inc. a Caymanian corporation having a principal
place of business at 20925 Newman Drive, Trenton, Michigan 48183, and Charles E.
Miller residing at 20925 Newman Drive, Trenton, Michigan 48183, including its
administrators, successors, assigns, officers, directors, employees, trustees
and subsidiaries (all of the foregoing being referred to in this paragraph as
"Releasees") from all debts, demands, actions, causes of action, suits,
accounts, covenants, contracts, agreements, torts, damages, and any and all
claims, defenses, offsets, judgments, demands and liabilities whatsoever, of
every name and nature, both at law and in equity, known or unknown, suspected or
unsuspected, accrued or unaccrued, which have been asserted in the Civil Action,
and/or which arise out of the prosecution or defense of that action, and/or
which are based on any alleged anticompetitive, unfair, wrongful, deceptive,
fraudulent or tortious acts by Releasees relating to Reticulose products and
technologies prior to the date of execution of the attached Settlement
Agreement, provided, however, that nothing contained herein is intended to or
shall release the Releasees from any and all obligations set forth in this
attached Settlement Agreement.

DATED:  3/20/02, 2002

By:      ADVANCED VIRAL RESEARCH CORPORATION

         /s/ SHALOM HIRSCHMAN
         ----------------------------------
         Shalom Hirschman, President

On the 20th day of March, 2002, before me personally came Shalom Z. Hirschman to
me known, who being by me duly sworn, did depose and say that he is the
president of Advanced Viral Research Corp., the corporation described in the
foregoing instrument and that he executed such instrument individually and on
behalf of such corporation pursuant to the authority of the Board of Directors.

                                                        /s/ LURIAM G. FONSECA
                                                        -----------------------
                                                             Notary Public


<PAGE>


                                  ATTACHMENT 3

                                 GENERAL RELEASE

         In consideration of mutual releases, assignments, covenants, agreements
and/or other good and valuable consideration, the receipt of which is hereby
acknowledged, Immune Modulation Maximum Corporation, a Delaware corporation
having a principal place of business at 20925 Newman Drive, Trenton, Michigan
48183, Commonwealth Pharmaceuticals, Inc., a Caymanian corporation having a
principal place of business at 20925 Newman Drive, Trenton, Michigan 48183and
Charles E. Miller residing at 20925 Newman Drive, Trenton, Michigan 48183,
including their administrators, successors, assigns, officers, directors,
employees, trustees and subsidiaries (all of the foregoing being referred to in
this paragraph as "Releasors") release, acquit and forever discharge, jointly
and severally, Advanced Viral Research Corporation, a Delaware corporation
having a principal place of business at 200 Corporate Boulevard South, Yonkers,
New York, 10701, including its administrators, successors, assigns, officers,
directors, employees, trustees and subsidiaries (all of the foregoing being
referred to in this paragraph as "Releasees") from all debts, demands, actions,
causes of action, suits, accounts, covenants, contracts, agreements, torts,
damages, and any and all claims, defenses, offsets, judgments, demands and
liabilities whatsoever, of every name and nature, both at law and in equity,
known or unknown, suspected or unsuspected, accrued or unaccrued, which have
been asserted in the Civil Action, and/or which arise out of the prosecution or
defense of that action, and/or which are based on any alleged anticompetitive,
unfair, wrongful, deceptive, fraudulent or tortious acts by Releasees relating
to Reticulose products and technologies prior to the date of execution of the
attached Settlement Agreement, provided, however, that nothing contained herein
is intended to or shall release the Releasees from any and all obligations set
forth in this attached Settlement Agreement.

                                    IMMUNE MODULATION MAXIMUM CORPORATION

Dated:      03/15 , 2002            By:  /s/ CHARLES E. MILLER
      ------------                      ---------------------------------------
                                             Charles E. Miller, President


                                    COMMONWEALTH PHARMACEUTICALS, LTD.

Dated:      03/15 , 2002            By:  /s/ CHARLES E. MILLER
      ------------                      ---------------------------------------
                                             Charles E. Miller, President


Dated:      03/15 , 2002            By:  /s/ CHARLES E. MILLER
       -----------                      ---------------------------------------
                                             Charles E. Miller, Individually



<PAGE>


         On the 15th day of March, 2002, before me personally came Charles E.
Miller, to me known, who being by me duly sworn, did depose and say that he is
the president of Immune Modulation Maximum Corporation, the corporation
described in the foregoing instrument and that he executed such instrument
individually and on behalf of such corporation pursuant to the authority of the
Board of Directors.

                                         /s/ JOSEPH P. CARRIER
                                         --------------------------------------
                                         Notary Public, Joseph P. Carrier
                                         My Commission expires: April 01, 2004

         On the 15th day of March, 2002, before me personally came Charles E.
Miller, to me known, who being by me duly sworn, did depose and say that he is
the president of Immune Modulation Maximum Corporation, the corporation
described in the foregoing instrument and that he executed such instrument
individually and on behalf of such corporation pursuant to the authority of the
Board of Directors.

                                         /s/ JOSEPH P. CARRIER
                                         --------------------------------------
                                         Notary Public, Joseph P. Carrier
                                         My Commission expires: April 01, 2004


         On the 15th day of March, 2002, before me personally came Charles E.
Miller, to me known, who being by me duly sworn, did depose and say that he
executed such instrument individually.

                                         /s/ JOSEPH P. CARRIER
                                         --------------------------------------
                                         Notary Public, Joseph P. Carrier
                                         My Commission expires: April 01, 2004