Exhibit 10.2
                               AMENDMENT NUMBER 1
                                       TO
                              ACQUISITION AGREEMENT

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

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

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

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

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

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

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

        Conduct of Business.  Prior to the closing,  CytoDyn  shall  conduct its
        business in the normal course,  and shall not do any ofthe  following in
        such a way as to effect the sale of the trademark and license under this
        Acquisition Agreement:  (1) sell, pledge, or assign any of the trademark
        or license assets,  (2) amend its Articles of  Incorporation  or Bylaws,
        (3) declare  dividends,  redeem or sell stock or other  securities,  (4)
        incur any liabilities,  (5) acquire or dispose of any assets, enter into
        any contract,  guarantee  obligations  of any third party,  or (6) enter
        into any other transaction.

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

II.     The parties further agree that:

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





Amendment Number 1
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B.      Except for the  amendments,  theterms and conditions of the  Acquisition
        Agreement will remain unchanged.

Dated:  November 20, 2003

REXRAY CORPORATION


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

CytoDyn of New Mexico, Inc.


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


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

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










Amendment Number 1
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