Exhibit 10.4
Form 10-KSB, 2001
Viral Genetics, Inc.
File No. 000-26875

                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, Malaysia,  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

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     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  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

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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 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.

     d)  Product  Liability  Insurance.  Product  liability  insurance  shall be
maintained as follows:

          i)   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 cost of this insurance shall be
               deducted  from Gross  Profits for the  calculation  of  royalties
               payable pursuant to Section 6 (v).

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

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          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.

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.

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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 contained  herein,
               effective  upon  the  acceptance  by the SDA of  Viral  Genetics'
               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.  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, 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

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               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  conditions  of  any  such
distribution  agreement shall be of substantially similar tenor to those defined
in Section 6. 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  utilize  any

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network of government,  military,  regulatory and such other contacts to further
use  reasonable   efforts  to  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:

          i)   Appointment of NYIC and 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)   royalties,  in an amount equal to  thirty-seven  percent (37%) of
               the Gross  Profit  received  and  collected in good form by Viral
               Genetics  from  the  sale of the  Products  in each  Distribution


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               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
                    accordance  with generally  accepted  accounting  principles
                    (GAAP) as  defined  in the  United  States of America by the
                    Financial Accounting Standards Board consistently applied in
                    the  ordinary  course of  business.  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  utilize  any  network  of
government,  military,  regulatory  and  such  other  contacts  to  further  use
reasonable  efforts  to  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

                                      E-27
<PAGE>

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 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

                                      E-28
<PAGE>

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
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

                                      E-29
<PAGE>

               (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.

     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

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<PAGE>

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 NYIC,  without the prior written
consent of Viral Genetics. Viral Genetics may unilaterally assign this Agreement
for the sole  purpose  of  facilitating  its  performance  hereunder  including,
without limitation,  partnering or joint-venturing with a third party or parties
to arrange for manufacturing capacity.

     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.

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<PAGE>

                          [SIGNATURE PAGE TO FOLLOW]


                                      E-32
<PAGE>



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

VIRAL GENETICS, INC.

By: /s/ Haig Keledjian
    Title:  President

NEW YORK  INTERNATIONAL COMMERCE GROUP, INC.


By: /s/ Joseph W. McDonnell
    Title:  Chief Executive officer

                                      E-33
<PAGE>


Appendix A
Intellectual Property Rights - Descriptive List

                                      E-34
<PAGE>


Appendix B


Minimum Sales Targets for PRC



--------------------------------------------------------------
  Cumulative Number of       Months Order for Sales to be
Treatments Sold ("Sales")      Received Within Following
                                  Issuance of License
--------------------------------------------------------------
         100,000                           12
--------------------------------------------------------------
         200,000                           24
--------------------------------------------------------------


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