MUTUAL COOPERATION AND JOINT VENTURE AGREEMENT

         THIS MUTUAL COOPERATION AND JOINT VENTURE AGREEMENT is made and entered
into as of March 25,  2002,  by and between  VIRAL  GENETICS,  INC.,  a Delaware
corporation ("Viral Genetics"), and NEW YORK INTERNATIONAL COMMERCE GROUP, INC.,
a Nevada corporation ("NYIC"), hereinafter jointly referred to as the "Parties."

         WHEREAS,  Viral  Genetics  has  developed  and tested (or is  currently
developing and testing) various pharmaceutical products related to the treatment
of HIV and/or AIDS,  including  without  limitation that certain TNP product and
TNP-based HIV vaccine  (jointly,  "TNP")  together with any and all  variations,
modifications,  supplements and later generation  versions of TNP as well as any
additional  products being and to be developed from TNP related to the treatment
of HIV and/or AIDS only, (collectively herein referred to as the "Products");

         WHEREAS,  Viral Genetics owns all of the title,  interest and rights in
and to each of the Products;

         WHEREAS,   NYIC  has   certain   affiliations   and   experience   with
administrative  and  governmental  agencies and  application  procedures  in the
People's  Republic of China ("PRC") and other Pacific Rim countries,  including,
but not  limited to,  Japan,  Korea,  Taiwan,  Hong Kong,  Malaysia,  Indonesia,
Singapore  and  Thailand  (the  "Territory"),  that could prove  useful to Viral
Genetics in making application for and obtaining from the appropriate regulatory
agency or agencies in the PRC or other  countries in the  Territory,  including,
without  limitation,   the  State  Drug   Administration   ("SDA")  of  the  PRC
(collectively,  the "Regulators") a license for the distribution,  marketing and
commercial  exploitation of the Products as a "saleable  pharmaceutical product"
in such countries  (each such license within each country,  a "License") and, in
the event an  applicable  License  is  obtained,  in  establishing  distribution
channels for the commercial use of such Products in the PRC and elsewhere in the
Territory;

         WHEREAS,   NYIC  has   certain   affiliations   and   experience   with
administrative,  governmental  and other  agencies  and/or  corporations  in the
People's Republic of China ("PRC"),  including,  without limitation, the Chinese
National Technology Import-Export  Corporation ("CNTIC") that could prove useful
to Viral Genetics in establishing  manufacturing capacity in the PRC, whether by
direct   financing  of  a  manufacturing  or  assembly  plant  or  provision  of
manufacturing facilities in an existing plant or otherwise;

         WHEREAS,  the parties  agree,  upon the terms and  conditions set forth
herein, that NYIC and its affiliated companies shall have an exclusive period of
time in which to assist Viral Genetics in obtaining a License initially from the
SDA for the Products in the PRC and then, subject to obtaining such License,  to
assist Viral Genetics in obtaining  Licenses in other  countries  throughout the
Territory; and

         WHEREAS,  it is further  contemplated  that the parties shall, upon the
general terms and conditions set forth herein,  promptly enter into distribution
agreement(s)  pursuant to which Viral Genetics shall act as the manufacturer and
grant to NYIC and its  affiliated  companies  the

<PAGE>

exclusive rights to market,  promote, sell and distribute the Products initially
in the PRC and,  subject  to the  expiration  of an  exclusive  period  of time,
thereafter  in other  countries  throughout  the  Territory  upon  obtaining the
appropriate regulatory approvals.

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
agreements and the covenants of the parties set forth herein, and other good and
valuable  consideration,  the  receipt  and  legal  adequacy  of which is hereby
acknowledged by the parties, NYIC and Viral Genetics hereby agree as follows:

1.       Representations and Warranties

         a) Authority.  Each of NYIC and Viral Genetics  represents and warrants
to the other and agrees for the benefit of the other  that:

         i)    it has the power and  authority  to execute,  deliver and perform
               this  Agreement  and is not bound by any  contract,  agreement or
               other commitment, restriction or limitation which would hinder or
               in any way restrict such performance;
         ii)   it has duly authorized the execution, delivery and performance of
               this Agreement in accordance with all applicable  corporate power
               and authority;
         iii)  no  consent  from,  notice to or filing  with any third  party is
               required  in   connection   with  its   execution,   delivery  or
               performance of this  Agreement,  other than consents from various
               Regulators as contemplated by this Agreement; and
         iv)   this   Agreement   constitute   its  legal,   valid  and  binding
               obligation,  enforceable  against  it in  accordance  with  their
               respective terms.

         b)  No  Inconsistent   Agreements.   Neither  Viral  Genetics  nor  any
affiliated  individual  or entity has entered  into, or currently has in effect,
any agreement with respect to the Product or the  Intellectual  Property  Rights
(defined  below) that is  inconsistent  with the rights  granted to NYIC in this
Agreement or otherwise conflicts with the provisions of this Agreement.

         c) Ownership of the Products and Intellectual  Property  Rights.  Viral
Genetics  is the sole and  exclusive  owner of and has all title,  interest  and
rights in and to the Products and the related  Intellectual  Property Rights (as
defined herein) free and clear of any liens or other encumbrances.  Set forth on
Appendix  A  attached  hereto is a list of such  Intellectual  Property  Rights,
specifying  as to  each,  as  applicable:  (i) the  nature  of the  Intellectual
Property  Right;  (ii) all licenses,  sublicenses  and other  agreements  (true,
correct  and  complete  copies  of  any  such  licenses,  sublicenses  or  other
agreements  are  attached  to  such  Schedule)  relating  in any  manner  to any
Intellectual  Property Right; and (iii) the filing and registration  information
with respect to each  Intellectual  Property  Right that is registered  with the
United States Patent and Trademark  Office,  the United States Copyright Office,
any state or foreign jurisdiction or other governmental or regulatory authority.
Viral  Genetics' prior and present use of the  Intellectual  Property Rights has
not and does not infringe or otherwise  violate any rights  (including,  without
limitation,  rights of privacy) of any entity or person,  and Viral Genetics has
not  received  a notice of a claim of  infringement  or knows of any  reasonable
basis for a claim that such an infringement or violation exists. No Intellectual
Property  Right  is  subject  to  any  outstanding  order,   judgment,   decree,
stipulation,  agreement  or  understanding,  oral  or  written,  restricting  or
prohibiting  its use by Viral  Genetics,  as  contemplated  by this Agreement or
otherwise,  or  restricting  the  licensing  thereof  by Viral  Genetics  to any
individual or entity. For




                                       2
<PAGE>

purposes  hereof,  "Intellectual  Property  Rights"  means all United  States of
America and foreign patents,  copyrights,  trademarks, trade names, brand names,
product  names,  logos,  trade dress;  all  registrations  or  applications  for
registration  of any of the  foregoing;  and all  databases,  source  and object
codes,  computer  programs and software in any form or medium, in each case that
are owned by Viral Genetics  and/or were, are or may be used in connection  with
the Products or held for use or being  developed by Viral  Genetics or by others
for the benefit of Viral Genetics for use in connection  with the Products;  and
all  trade  secrets,   methodologies  and  processes,   formulae,  research  and
development,   inventions  (whether  or  not  patentable),  know-how,  technical
information;  and other proprietary  processes and information of any kind owned
by Viral  Genetics  and which were,  are or may be used in  connection  with the
Products.   Notwithstanding  the  foregoing  or  any  other  statement  in  this
Agreement,  including,  without  limitation,  the  entirety of Section 5 herein,
Viral  Genetics  shall not be required to disclose to NYIC or its affiliates the
proprietary processes related to the manufacture of TNP; provided, however, that
in the event that NYIC or any of its affiliates are required (by oral questions,
deposition,  interrogatories,  requests for information or documents,  subpoena,
civil investigative demand or other similar process) to disclose any material in
their possession with respect to the Intellectual Property Rights (including any
proprietary  processes  having become known to NYIC or any of its affiliates) by
reason of their  relationship  with Viral  Genetics  under this  Agreement  (the
"Requested  Material"),  it is agreed that NYIC or such  affiliates will provide
Viral Genetics with prompt notice of such request(s), to the extent practicable,
so that Viral  Genetics may seek an  appropriate  protective  order and/or waive
compliance by NYIC and its  affiliates  with any such request.  If,  failing the
entry of a protective  order or the receipt of a waiver  hereunder,  NYIC or its
affiliates  are, in the opinion of counsel to such parties,  as the case may be,
compelled to disclose any of the Requested  Material  under penalty of liability
for contempt or other censure or penalty,  NYIC or its  affiliates,  as the case
may be,  may  disclose  such  material  (to the  extent  and only to the  extent
necessary to avoid such liability,  censure,  or penalty)  without  liability to
Viral Genetics.

         d) Product Liability Insurance.  Viral Genetics shall, for such time as
this Agreement remains in effect, procure and maintain in full force and effect,
product  liability  insurance  policies covering the Products and their testing,
production, manufacture, distribution and use. Such insurance policy or policies
shall be in such amounts as mutually  agreed upon by the parties  hereto,  shall
name the parties hereto as exclusive loss payees  thereunder,  shall provide for
at  least  thirty  (30)  days  prior  written  notice  of  the  cancellation  or
substantial  modification thereof and shall include all other insurance required
by the  designated  insurance  consultant  or  under  relevant  laws;  provided,
however,  that it is hereby  acknowledged that relevant  insurance  policies and
coverage may not be available  from an insurance  company  authorized to provide
such  policies in the PRC or such other  countries  located in the  Territory to
which the Product is to be distributed and therefore it may become necessary for
Viral Genetics to purchase certain insurance  policies from a foreign company if
permitted  under the laws of the PRC or such other country,  as the case may be.
The  incremental  cost of any product  liability  insurance  with respect to the
Products and their use in the Territory shall be deducted from Gross Profits (as
a cost of goods sold  allocable  to the  Product)  for the  calculation  of sums
payable to NYIC pursuant to Section 6 (v) of this Agreement.

         e) Indemnification.  Viral Genetics and NYIC shall, notwithstanding any
termination  of this  Agreement,  indemnify  and hold  harmless the other party,
together  with  its  affiliates,



                                       3
<PAGE>

successors  and  assigns  and  each of  their  respective  directors,  officers,
employees, agents, representatives, stockholders and controlling parties and all
of their  successors and assigns (each a "Indemnified  Person"),  to the fullest
extent permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, costs of preparation
and  attorneys'  fees)  and  expenses  (collectively,   "Losses"),  directly  or
indirectly incurred, arising out of or relating to any of the following:

         i)    any  inaccuracy or breach of  representation  or warranty of such
               indemnifying   party   contained   herein   or   any   definitive
               distribution   agreement   entered   into  by  the   Parties   as
               contemplated hereby; or
         ii)   any breach by such indemnifying party of any agreement,  covenant
               or obligation  contained  herein or any  definitive  distribution
               agreement entered into by the Parties as contemplated hereby.

         f) Conduct of Indemnification  Proceedings.  If any proceeding shall be
brought or asserted  against  any  Indemnified  Party,  such  Indemnified  Party
promptly  shall  notify the other  party in  writing,  and the other party shall
assume the defense  thereof,  including  the  employment  of counsel  reasonably
satisfactory to the  Indemnified  Party and the payment of all fees and expenses
incurred in connection with defense thereof;  provided,  that the failure of any
Indemnified  Party to give such notice  shall not relieve the other party of its
obligations or liabilities pursuant to this Agreement,  except (and only) to the
extent that it shall be finally determined by a court of competent  jurisdiction
(which  determination  is not  subject  to appeal or further  review)  that such
failure shall have  proximately  and materially  adversely  prejudiced the other
party. An Indemnified  Party shall have the right to employ separate  counsel in
any such proceeding and to participate in the defense thereof,  but the fees and
expenses  of such  counsel  shall be at the  expense of such  Indemnified  Party
unless:

         i)    the  other  party  has  agreed  in  writing  to pay such fees and
               expenses; or
         ii)   the other party shall have failed  promptly to assume the defense
               of such proceeding and to employ counsel reasonably  satisfactory
               to such Indemnified Party in any such proceeding; or
         iii)  the named parties to any such proceeding (including any impleaded
               parties) include both such Indemnified Party and the other party,
               and such  Indemnified  Party  shall have been  advised by counsel
               that a  conflict  of  interest  is  likely  to  exist if the same
               counsel were to represent  such  Indemnified  Party and the other
               party (in which case,  if such  Indemnified  Party  notifies  the
               other party in writing that it elects to employ separate  counsel
               at the expense of the other party, the other party shall not have
               the right to assume the defense thereof and such counsel shall be
               at the expense of the other party).

         The other  party  shall not be liable  for any  settlement  of any such
proceeding  effected  without its written  consent,  which  consent shall not be
unreasonably  withheld.  The other  party shall not,  without the prior  written
consent  of  the  Indemnified  Party,  effect  any  settlement  of  any  pending
proceeding  in respect of which any  Indemnified  Party is a party,  unless such
settlement includes an unconditional  release of such Indemnified Party from all
liability on claims that are the subject matter of such proceeding.



                                       4
<PAGE>

2.       Covenants with respect to the PRC.

         a) SDA License Application Procedure. Subject to the provisions of this
Section 2(a), Viral Genetics hereby grants NYIC and its affiliated companies the
exclusive  right from the date of this  Agreement to partner with Viral Genetics
with respect to the submission and filing of an SDA  Application for obtaining a
License  in the PRC (the  "SDA  Application").  Viral  Genetics  shall  have the
exclusive  and  final  approval  of the  form,  contents  and  use  of  the  SDA
Application,  as evidenced by Viral  Genetics'  prior express  written  consent.
Conditional  upon the  approval  of the SDA  Application,  as  evidenced  by the
issuance of a License to Viral Genetics, Viral Genetics shall grant NYIC and its
affiliated  companies,  for the length of time and upon terms and conditions set
forth in a definitive  distribution  agreement,  the exclusive rights to market,
promote,  sell and distribute the Products in the PRC. Until the SDA Application
is  submitted  on behalf of Viral  Genetics,  NYIC shall assist and perform such
commercially  reasonable  activities to facilitate Viral Genetics' submission of
the SDA Application. Any obligations of the Parties hereunder are subject to the
following:

         i)    Rejection  of  Application.  In the  event  that  the SDA has not
               accepted  the  SDA  Application  by the  first  year  anniversary
               following the submission of the SDA Application,  as evidenced by
               the lack of  issuance  of a License  to Viral  Genetics  upon the
               first  year  anniversary  following  the  submission  of the  SDA
               Application,  Viral  Genetics may, at its option,  terminate this
               Agreement,  rendering  this  Agreement  null and void and without
               further effect among the Parties except as otherwise  provided in
               subparagraph ii) below.
         ii)   Subsequent Submission of Application.  In the event that any time
               within a one (1) year period  following  any rejection by the SDA
               of the SDA  Application,  as defined in Section 2 (a) (i),  Viral
               Genetics elects to conduct  additional  human clinical trials and
               other  testing of the Product as may be  necessary  to obtain the
               approval of the SDA, this Agreement shall be reinstated and Viral
               Genetics shall grant NYIC and its affiliated  companies (and NYIC
               and its affiliated  companies shall be entitled to) the exclusive
               right to market,  promote, sell and distribute the Product in the
               PRC upon terms and  conditions  to be  mutually  agreed to by the
               Parties and set forth in a definitive  distribution agreement but
               to be of substantially  similar tenor to those terms contained in
               Section 6 hereof,  effective  upon the  acceptance  by the SDA of
               Viral Genetics' resubmitted SDA Application,  as evidenced by the
               issuance  of  a  License  to  Viral  Genetics  within  the  first
               anniversary of the submission of the resubmitted SDA Application.
               In connection with any such  additional  clinical  testing,  NYIC
               shall  use  reasonable   efforts  to  assist  Viral  Genetics  in
               procuring from the appropriate  regulatory  agenc(ies) of the PRC
               and provincial governments thereof,  including without limitation
               the Ministry of Health,  the  Ministry of State  Family  Planning
               Commission,  the People's  Liberation  Army,  the SDA, and others
               (the "PRC Regulators") the requisite approval,  authorization and
               other support  including  without  limitation  funding and/or the
               provision  of  laboratory   facilities,   medical,   research  or
               scientific personnel,  provision of treatment space, provision of
               human or animal  subjects,  and the provision of certain  testing
               services,  including  without  limitation  certain types of blood
               analysis,  for the human clinical trial  application  process and
               execution  phase.



                                       5
<PAGE>

               The nature of the clinical trials shall be as determined by Viral
               Genetics   acting  in  cooperation   with  the   appropriate  PRC
               Regulators.

         b) Operational  Presence.  For such time as this  Agreement  remains in
effect,  NYIC shall maintain an office located in the PRC and use its reasonable
efforts to identify and maintain  relationships with distributors in all markets
in the Territory customarily doing resale of the Products.

         c) Product Personnel and Management.  Viral Genetics and any affiliated
companies, as manufacturer, shall at its own cost:

         i)    employ, on a full-time basis, at least two clinical professionals
               to work with the applicable  regulatory  agencies and departments
               of the  PRC  (including,  without  limitation,  the  Minister  of
               Health,  Minister  of  State  Family  Planning  Commission,   and
               People's Liberation Army) as identified by NYIC during the course
               of this  Agreement  subject  to the terms and  provisions  of any
               definitive distribution agreement with respect to the PRC; and
         ii)   use its best efforts:
            (1)to enlarge and/or supplement its current  management and board of
               directors to include  individuals  having relevant  experience or
               expertise in the manufacture of goods similar to the Products and
               the management of  manufacturer-distributor  relationships in the
               PRC, and
            (2)to procure  sufficient  funding and/or  financing  commitments to
               effect its  performance  under the terms and  conditions  of this
               Agreement.

         d)  Manufacturing  and Final  Assembly.  NYIC shall,  by utilizing  its
network  of  government,   military  and  other  contacts,   including,  without
limitation, the Chinese National Technology Import-Export Corporation ("CNTIC"),
use its reasonable  efforts to assist in the procurement of production  capacity
in the PRC  sufficient  to  meet  demand  for  the  Products  in the  PRC,  said
production  capacity  to be of GMP  quality  standards  or  higher,  whether  by
arranging  debt  or  equity  funding  or  financing  commitments,  or  arranging
long-term  use of  production  capacity at an existing  facility,  or by another
mutually-agreeable  method.  Notwithstanding  the  foregoing,  unless  otherwise
agreed to by the Parties, Viral Genetics shall be solely responsible, at its own
cost, for the  manufacturing and final assembly and packaging of the Products at
any such facility.

3.       Covenants with respect to Licenses elsewhere in the Territory.

         Unless this Agreement is earlier terminated, Viral Genetics shall grant
NYIC and its affiliated  companies the exclusive rights for three (3) years from
the date of this  Agreement to partner with Viral  Genetics  with respect to the
submission and filing of  applications  for Licenses in countries other than the
PRC and located in the  Territory.  To the extent a License is obtained by Viral
Genetics by reason of any such application  being submitted within the three (3)
year  exclusivity  period,  Viral  Genetics  shall grant NYIC and its affiliated
companies,  for the length of time and upon terms and  conditions set forth in a
definitive distribution agreement, the exclusive rights to market, promote, sell
and  distribute  the Products in those  countries  located in the  Territory for
which  any  License  was  obtained.   The  terms  and


                                       6
<PAGE>

conditions of any such distribution  agreement shall be of substantially similar
tenor to those terms  contained  in Section 6 hereof.  During the three (3) year
exclusive  period,  NYIC shall assist and perform such  commercially  reasonable
activities to  facilitate  Viral  Genetics'  submission  of an  application  for
obtaining  a  License  in any  country  other  than the PRC and  located  in the
Territory.

4.       Protection of Intellectual Property Rights.

         Subject  to the terms and  conditions  of any  definitive  distribution
agreement,  Viral Genetics and NYIC shall at all times use their best efforts to
protect against the  infringement  of the Products and the related  Intellectual
Property  Rights  by any  third  party  in the  PRC and any  other  Pacific  Rim
countries  in which the  Products  are  licensed  for sale or resale  and shall,
either in the name of Viral Genetics,  or in the name of NYIC, or in the name of
both NYIC and Viral Genetics,  negotiate,  settle, initiate legal proceedings or
otherwise  take legal action any such  infringement.  NYIC shall use  reasonable
efforts to utilize  any network of  government,  military,  regulatory  and such
other   contacts  to  further  assist  Viral  Genetics  in  the  protection  and
enforcement of the Intellectual Property Rights.

5.       Cooperation.

         a) In  furtherance  of  accomplishing  the purposes of this  Agreement,
Viral  Genetics  shall furnish,  or cause to be furnished,  such  information as
reasonably requested from time to time by the officers,  attorneys,  accountants
and  other  authorized   representatives  of  NYIC   (collectively,   the  "NYIC
Representatives")  and shall  provide  access  to the  records,  properties  and
personnel of Viral Genetics (including, without limitation, all product data and
information,  test results and other such records with respect to the Products).
Viral   Genetics  shall  also  cause  the  officers,   employees,   accountants,
specialists,  consultants  and attorneys of Viral Genetics to cooperate with the
NYIC Representatives in connection with their review and examination.

         b) Each of the parties hereto agrees to use its commercially reasonable
efforts to promptly take, or cause to be taken,  all actions and to do, or cause
to be done,  all things  necessary,  proper or advisable to consummate  and make
effective the transactions contemplated by this Agreement.

6.       Distributorship Agreement(s).

         a) The Parties shall diligently negotiate, in good faith,  distribution
agreements,  upon mutually  agreeable  terms and  conditions,  which  definitive
distribution  agreement(s)  shall become effective upon procuring a License from
the applicable  Regulators  enabling the marketing,  distribution and commercial
exploitation  of any of  the  Products  in any  applicable  country  within  the
Territory.  In addition to the  customary  representations  and  warranties  and
provisions  pertaining to  indemnification,  allocation of risks and expenses as
well as  rights  to  certain  intellectual  property,  the  material  terms  and
conditions of any definitive distribution agreement shall provide, as follows:



                                       7
<PAGE>

         i)    Appointment of NYIC and/or any of its affiliated companies as the
               exclusive  distributor (the "Distributor") of the Products within
               any  country  located  in the  Territory  for which a License  is
               obtained pursuant to this Agreement (the "Distribution  Country")
               in accordance for the term of such distribution agreement;
         ii)   a ten (10) year  term  with an option to renew for an  additional
               ten (10) year term,  based on the  successful  performance  under
               such  distribution  agreement  of both  NYIC  (or its  affiliated
               company,  as applicable)  and Viral  Genetics,  the definition of
               which  shall be  mutually  agreed to by the  parties,  including,
               without limitation,  achieving the minimum sales targets detailed
               in Appendix B;
         iii)  shipment  of the Product in bulk form by Viral  Genetics,  at its
               cost,  to a  mutually-agreeable  destination  as  directed by the
               Distributor  in writing from time to time located  within the PRC
               or other Distribution  Country,  as applicable,  unless otherwise
               agreed to by the Parties;
         iv)   the distribution of the Products within the Distribution  Country
               by Distributor at its cost, and
         v)    An amount equal to thirty-seven percent (37%) of the Gross Profit
               received  and  collected  from the sale of the  Products  in each
               Distribution  Country,  payable to NYIC.  For the purposes of any
               definitive distribution agreement,  "Gross Profit" would be equal
               to:
            (1)the sales price charged for the Product by Viral Genetics,  which
               sales price shall be the greater of:
               (a) the price charged by Viral Genetics to  Distributor,  and
               (b) the price charged by Distributor to a third party or parties,
               minus
            (2)any  returns and the base costs of goods  sold,  as incurred  and
               directly  allocable  to the  Product,  all as  set  forth  in the
               financial  statements of Viral Genetics  prepared in the ordinary
               course of business  and in  accordance  with  generally  accepted
               accounting  principles  (GAAP) as defined in the United States of
               America  by the  Financial  Accounting  Standards  Board,  except
               applied  in a  manner  consistent  with the  definition  of Gross
               Profit set forth above.  Determination of Gross Profit and/or the
               amount  of  the  resulting   fees  payable  to  NYIC  and/or  its
               affiliated companies would be subject to examination and audit by
               NYIC and its representatives,  or Viral Genetics, as the case may
               be, as well as a related dispute mechanism to be set forth in any
               definitive distribution agreement.

         b) Subject to the terms and conditions of any  definitive  distribution
agreement  between the parties,  each of Viral Genetics and NYIC shall use their
best efforts to effect and protect the proper  collection  of payments  directly
associated  with sales of Products in the  applicable  Distribution  Country and
repatriate capital to the United States of America or elsewhere. In the event of
any action or  omission  of action by any  governmental,  military,  or civilian
institution  or  individual  that  impedes the  collection  of  payments  and/or
repatriation of capital, Viral and NYIC shall, at their joint expense, either in
the name of Viral Genetics, in the name of NYIC, or in the name of both NYIC and
Viral Genetics,  negotiate, settle, initiate legal proceedings or otherwise take
legal action any such infringement. NYIC shall use reasonable efforts to utilize


                                       8
<PAGE>

any  network of  government,  military,  regulatory  and such other  contacts to
further assist Viral Genetics in the  facilitation of the collection of payments
and  capital  repatriation.  In the event  that the  repatriation  of capital or
collection of payments is not possible or  economically  unprofitable  following
the  reasonable  efforts of Viral Genetics and NYIC, and Viral Genetics and NYIC
agree to determine a  mutually-agreeable  alternative  resolution  to the voided
obligations,   which  may  include  the  appointment  of  a  mutually-agreeable,
accredited arbitrator.

         c) The parties agree to proceed in good faith with the negotiations and
prompt  memorializing  of the terms and conditions of a definitive  distribution
agreement with respect to the PRC and from time to time thereafter, with respect
to  any  other  Distribution  Country  for  which  Viral  Genetics  submits  any
application for a License.

7.       Confidentiality and Non-Circumvention.

         a)  Confidentiality.  The Company and Viral  Genetics each  acknowledge
that from time to time  during  the Term the  Company  and  Viral  Genetics,  as
applicable,  may gain access to and become acquainted with various trade secrets
and other  confidential  and  proprietary  information of the other,  including,
without limitation, business strategies, operating plans, financial information,
market  analysis,  personnel  information,   reports  and  data  concerning  the
Products,  product-testing  information,  Intellectual Property Rights, research
and development,  processes,  strategic business plans (whether pursued or not),
licenses,  pricing  and pricing  strategy,  cost data,  sources of contacts  and
leads,  methods  for  obtaining  new  business,  know-how,  customer  lists  and
relationships,  contact  lists and  relationships,  as well as other  methods of
doing and operating  the business of each of the Company and Viral  Genetics and
any of their respective subsidiaries or affiliates,  including entities that are
acquired by the Company or Viral  Genetics,  their  subsidiaries or any of their
affiliates (the "Confidential Information").

         b)  Non-Disclosure.  Absent the  express  written  consent of the other
party hereto or as otherwise  expressly  permitted under this  Agreement,  Viral
Genetics and NYIC shall not, for so long as this Agreement remains in effect and
all time thereafter,  directly or indirectly,  disclose or make available to any
person,  corporation,  firm, or other entity, or in any manner use for their own
benefit:  (i) any  Confidential  Information  or trade  secrets  relating to the
Products or the business and operations of NYIC or Viral  Genetics,  as the case
may be; (ii) the contents of this Agreement; (iii) the location, participants or
administrators with respect to any Clinical Trials or (iv) the results of any of
the  Clinical  Trials.  The  foregoing  restrictions  shall  not  apply  to  any
Confidential  Information  which (x) is or becomes  generally  available  to the
public  through  no action by the party  making  disclosure;  (y) is or  becomes
available  to the party making  disclosure  on a  non-confidential  basis from a
source, who, to the knowledge of the party making disclosure,  is not bound to a
confidentiality  agreement  or similar  restriction;  or (z) which is  disclosed
pursuant to applicable  federal,  state or local laws or regulations or pursuant
to subpoena or judicial order.

         c) Clinical  Trial Data.  All data  generated  by any  clinical  trials
conducted pursuant to this Agreement,  including any and all reports, summaries,
written notes,  electronic  mail, or any other forms of information  whatsoever,
shall remain the sole  exclusive  property of Viral  Genetics and Viral Genetics
shall  retain  complete  ownership  of any and all  patent  rights,  copyrights,
trademarks, or any other intellectual property rights to TNP, to a TNP-based HIV


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<PAGE>

vaccine, or any products derived therefrom whether during, after, or as a result
of any clinical trials.

         d)  Non-Circumvention.  For  the  duration  of this  Agreement  and any
definitive  distribution agreement to be entered into as part of this Agreement,
neither Viral Genetics nor any successor, permitted assignee or other affiliated
individual or entity (including their respective officers, directors, employees,
attorneys or other agents or representatives) shall, directly or indirectly, (i)
engage or be interested (whether as owner, partner, member, lender, shareholder,
consultant,   employee,  agent,  supplier,  distributor  or  otherwise)  in  any
business,  activity or enterprise which competes with the proposed marketing and
distribution of the Products in any Pacific Rim country as contemplated  herein;
(ii) induce or influence any customer, vendor, supplier, distributor, consultant
or any contact, lead or person introduced or otherwise having been identified by
NYIC to Viral  Genetics by reason of this Agreement to discontinue or reduce the
extent of its relationship with NYIC or to terminate said relationship; or (iii)
engage,  employ or  solicit  to engage or  employ  for any other  individual  or
entity, or otherwise  exploit or induce to leave any of the directors,  officers
or  employees of NYIC or any of the  contacts,  leads or persons  introduced  or
otherwise identified by NYIC by reason of this Agreement.

         e)  Remedies.  The  parties  acknowledge  that  because  the  breach or
attempted or  threatened  breach of any of the  provisions of this Section 7 may
result in immediate and irreparable injury to the non-breaching  party for which
such party may not have an adequate remedy at law and for which monetary damages
are not readily calculable, such non-breaching party shall be entitled to obtain
injunctive or other equitable relief  restraining and prohibiting such breach or
threatened  breach,  including,  without  limitation,  a temporary and permanent
injunction, enjoining any such breach or attempted or threatened breach (without
being required to post a bond or other security or to show any actual  damages).
The right to an injunction and other  equitable  relief shall be in addition to,
and  cumulative   with,   all  other  rights  and  remedies   available  to  the
non-breaching party at law, in equity or otherwise.

         f) Severability.  The parties  acknowledge that, without the provisions
of this Section 7, neither  party would enter into this  Agreement or consummate
the transactions contemplated hereby. Accordingly, the parties shall be bound by
the  provisions  hereof to the  maximum  extent  permitted  by law, it being the
intent and spirit of the parties that such  provisions  shall be enforced to the
fullest  extent  permitted  by  law.  Without  limiting  the  generality  of the
foregoing,  if any  provision  of this  Section  7 shall be held by any court of
competent jurisdiction or another competent authority to be illegal,  invalid or
unenforceable, such provision shall be reformed so that it will be construed and
enforced as if it had been more narrowly drawn so as not to be illegal,  invalid
or unenforceable, and such illegality, invalidity or unenforceability shall have
no effect upon and shall not impair the enforceability of any other provision of
this Agreement.

8.       Exclusivity.

         For the  duration of this  Agreement  and any  definitive  distribution
agreement to be entered into as part of this  Agreement  neither Viral  Genetics
nor any successor,  permitted assignee or other affiliated  individual or entity
(including their respective officers, directors,  employees,  attorneys or other
agents  or  representatives)  shall,  directly  or  indirectly,  participate  in


                                       10
<PAGE>

discussions or negotiations with, receive any proposals or offers from, or enter
into any  agreement  with,  any third  party,  in each case other than NYIC or a
third party consented to by NYIC,  that involves the sale,  joint venture or the
other disposition of all or any portion of the Products, the business operations
of,  or any  controlling  equity  interest  in,  or any  merger,  consolidation,
recapitalization  or other  business  combination  of any kind  involving  Viral
Genetics  without the condition that such third party assume the  obligations of
Viral Genetics under this Agreement as contemplated herein.

9.       Termination.

         a) This Agreement. This Agreement shall be terminable:

         i)    immediately  and at any time upon the mutual  written  consent of
               the Parties;
         ii)   by either Party, without further notice, should the other Party:
            (1)make a material  misrepresentation of fact in this Agreement upon
               which  the  terminating  party  relies  and that  has a  material
               adverse  effect  on  the   transactions   contemplated   by  this
               Agreement;
            (2)commit or be  charged  with any felony  (or  equivalent  criminal
               charge) that has a material  adverse  effect on the  transactions
               contemplated by this Agreement or such party's ability to perform
               its obligations under this Agreement;
            (3)become a defendant in or initiate material  litigation that has a
               material  adverse  effect on such party's  ability to perform its
               obligations under this Agreement; or
            (4)fail to comply  with  various  filing,  disclosure  or  reporting
               requirements   as   required   from  time  to  time  by   various
               governmental  agencies,  which  failure  has a  material  adverse
               effect on the transactions contemplated by this Agreement or such
               party's ability to perform its obligations  under this Agreement;
               or
         iii)  by Viral Genetics, as provided in Section 2 of this Agreement.

         b) Distribution  Agreement(s).  Any definitive  distribution  agreement
entered into by the Parties as a result of or in conjunction with this Agreement
may be  terminated  as provided in the terms and  provisions  of the  applicable
distribution agreement (which termination shall not effect this Agreement or any
other distribution agreements then in effect).

10.               Miscellaneous.

         a) Press  Releases and Public  Announcements.  No Party shall issue any
press release or make any public announcement  relating to the subject matter of
this Agreement without the prior written approval of the other Party;  provided,
however, that any Party may make any public disclosure of this Agreement and the
transactions  contemplated hereby, if such Party is advised by its legal counsel
that such  disclosure is required by applicable law or  regulation.  The Parties
agree to work  cooperatively  on the  writing  and  dissemination  of any  press
releases  of  public  announcements  relating  to the  subject  matter  of  this
Agreement.

         b) Marketing and  Promotional  Materials.  NYIC shall obtain the prior,
express  written  consent  of  Viral  Genetics  as to the  contents,  style  and
distribution  of any  marketing or  promotional  materials,  including,  without
limitation, product packaging.



                                       11
<PAGE>

         c) Remedies Cumulative; Invalidity. All remedies, rights, undertakings,
obligations and agreements contained in this Agreement shall be cumulative,  and
none of them shall be in  limitation of any other  remedy,  right,  undertaking,
obligation  or  agreement  available  to  either  of  the  parties  hereto.  The
invalidity, illegality or unenforceability of any term or provision contained in
this  Agreement (as determined by a court of competent  jurisdiction)  shall not
affect the validity,  legality of  enforceability of any other term or provision
hereof.  It is the intent of the parties that this  Agreement be enforced to the
fullest extent permitted by applicable law.

         d)  Waiver;  Amendment.  No  waiver  by a party  of any  breach  of any
provision of this  Agreement  shall be deemed to be a waiver of any preceding or
subsequent  breach of the same or similar  nature or of any other  provision  of
this Agreement. Any waiver shall be limited to the specific instance and purpose
for  which it is given.  Any  amendment,  modification  or waiver of any term or
provision  of  this  Agreement  shall  only  be  effective  if  such  amendment,
modification or waiver is evidenced by an instrument in writing duly executed by
each of the parties hereto.

         e) Notices. All notices, demands, consents, requests,  instructions and
other communications to be given or delivered or permitted under or by reason of
the  provisions  of  this  Agreement  or in  connection  with  the  transactions
contemplated  hereby shall be in writing and shall be deemed to be delivered and
received by the intended recipient as follows: (a) if personally  delivered,  on
the business day of such  delivery (as  evidenced by the receipt of the personal
delivery  service),  (b) if mailed  certified or registered  mail return receipt
requested,  four (4)  business  days after being  mailed,  (c) if  delivered  by
overnight courier (with all charges having been prepaid), on the business day of
such delivery (as evidenced by the receipt of the overnight  courier  service of
recognized  standing),  or (d) if delivered by  facsimile  transmission,  on the
business  day of such  delivery  if sent by 6:00  p.m.  in the time  zone of the
recipient,  or if sent after that time, on the next succeeding  business day (as
evidenced  by the  printed  confirmation  of delivery  generated  by the sending
party's  telecopier  machine).  If  any  notice,   demand,   consent,   request,
instruction  or other  communication  cannot be  delivered  because of a changed
address of which no notice was given (in  accordance  with this  Section 10), or
the refusal to accept same, the notice, demand, consent, request, instruction or
other  communication  shall be deemed  received on the second  business  day the
notice is sent (as  evidenced  by a sworn  affidavit  of the  sender).  All such
notices, demands, consents, requests, instructions and other communications will
be sent to the addresses as first set forth herein.  A copy of any notice to the
Company  shall be sent to:  Jenkens & Gilchrist  Parker Chapin LLP, The Chrysler
Building,  405 Lexington  Avenue,  New York,  New York 10174 (Attn:  Martin Eric
Weisberg, Esq.); Fax No.: (212) 704-6288. A copy of any notice to Viral Genetics
shall be sent to: Viral  Genetics,  Inc., 905 Mission  Street,  South  Pasadena,
California, 91030, (Attn: Haig Keledjian); Fax No: (626) 441-9753.

         f) Currency.  All  references to currency in this  agreement are to the
lawful currency of the United States of America.

         g)  Assignment.  This  Agreement  shall be  binding  upon and inure the
benefit  of the  parties  hereto and their  respective  successors  (by  merger,
consolidation or sale of all or  substantially  all of the assets of such party)
and  permitted  assigns.  This  Agreement  may not be assigned by



                                       12
<PAGE>

either party, without the prior written consent of the other party hereto, which
consent  shall not be  unreasonably  withheld;  provided,  however,  that  Viral
Genetics  may,  upon prior  written  notice to NYIC  identifying  any such third
party(ies) and subject to the immediately next succeeding  clause,  unilaterally
delegate (by  partnering or  joint-venturing  with a third party or parties) its
obligations  under this  Agreement  solely for the  purpose  of  increasing  its
manufacturing  capacity;  further provided,  however, that it is agreed by Viral
Genetics that any delegation  hereunder for purposes of  manufacturing  capacity
shall not relieve Viral Genetics from liability,  and Viral Genetics will remain
liable,  to NYIC  for any and all  obligations  of  Viral  Genetics  under  this
Agreement.

         h) Governing  Law. This  Agreement will be governed by and construed in
accordance  with the laws of the  State of  California,  without  regard  to its
conflicts  of  law  principles.   This  Agreement  shall  not  be  construed  or
interpreted with any presumption  against the party causing this Agreement to be
drafted.

         i) Entire Agreement. This Agreement and the Appendices attached hereto,
together  with any  definitive  distribution  agreement  executed by the parties
hereto, constitute and shall constitute the complete and exclusive understanding
and  agreement  between the parties with respect to the subject  matter  hereof,
superseding  and replacing  any and all prior  agreements,  communications,  and
understandings  (both  written and oral)  regarding  such subject  matter all of
which  are  merged   herein.   There  are  no   representations,   promises   or
understandings regarding such subject matter, except to the extent expressly set
forth herein and in any definitive  distribution agreement hereafter executed by
the parties hereto.

         j) Headings. Section headings have been inserted herein for convenience
of  reference  only and  shall  not  have  any  impact  on the  construction  or
interpretation of this Agreement.

         k) Counterparts.  This Agreement may be executed in counterparts,  each
of which, when taken together, shall constitute one and the same instrument.

                           [SIGNATURE PAGE TO FOLLOW]


                                       13
<PAGE>


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

VIRAL GENETICS, INC.

By: _______________________________
         Name:  Haig Keledjian
         Title:  President

NEW YORK  INTERNATIONAL COMMERCE GROUP, INC.

By: _______________________________
         Name:  Joseph W. McDonnell
         Title:  Chief Executive Officer



                                       14
<PAGE>


APPENDIX A
INTELLECTUAL PROPERTY RIGHTS - DESCRIPTIVE LIST



                                       15
<PAGE>


APPENDIX B

MINIMUM SALES TARGETS FOR PRC


CUMULATIVE NUMBER OF              MONTHS ORDER FOR SALES TO BE RECEIVED
TREATMENTS SOLD("SALES")          WITHIN FOLLOWING ISSUANCE OF LICENSE
     37,500                                          12
     62,500                                          24