Exhibit 10.6.1

                               Amendment Number 1
                                       To
                            Patent License Agreement


Cytodyn,  Inc.,  a  Colorado  corporation  ("CytoDyn")  and Allen D.  Allen,  an
individual, ("Allen") agree as of August 23, 2004, as follows:

1.   Recital.  Cytodyn of New Mexico, Inc., a New Mexico corporation,  and Allen
     are  parties  to a  Patent  License  Agreement  dated  July 1,  1994.  This
     Agreement  was  assigned to CytoDyn  pursuant ot an  Acquisition  Agreement
     between CytoDyn of New Mexico and CytoDyn (then called RexRay  Corporation)
     dated October 28, 2003.

2.   Consent.  In accordance  with  paragraph 6,  Assignment,  of the Agreement,
     Allen  consents to the  assignment  of the Agreement to CytoDyn and waives,
     absolutely,  forever, and completely,  any failure of CytoDyn of New Mexico
     to obtain his prior consent to the assignment.

3.   Amendment.  The Agreement is amended by deleting in its entirety  Paragraph
     11(a)(ii),  effective as of the original date of the  Agreement,  and Allen
     agrees  that any  breach  by  CytoDyn  of New  Mixico  or  CytoDyn  of that
     paragraph is waived, absolutely, forever, and completely.

4.   Notices.  The name and  address  for  notice to the  Licensee  set forth in
     Paragraph 15 of the Agreement are amended to read:

     CytoDyn, Inc.
     200 West DeVargas Street, Suite 1
     Santa Fe, New Mexico 87501

5.   Confirmation.  The  Agreement  is  confirmed  in  all  respects  except  as
     specifically amended by this Amendment Number 1.


CytoDyn, Inc.                                     Allen D. Allen



By:   /s/ Corinne Allen                           /s/ Allen D. Allen
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Its: Vice President of Business Development
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