Exhibit 3.5

                            ARTICLES OF AMENDMENT TO

                           ARTICLES OF INCORPORATION

                                       OF

                                  CYTODYN INC

     Pursuant to the provisions of the Colorado Business Corporation Act,
CYTODYNE INC adopts the following Articles of Amendment to its Articles of
Incorporation.

     FIRST: The name of the Corporation is CYTODYN INC.

     SECOND: The following amendment was adopted on March 11, 2010, by the Board
of Directors, and on April 24, 2010, by a vote of the Shareholders of the
Corporation, in the manner prescribed by the Colorado Business Corporation Act.
The number of shares voted for the amendment was sufficient for approval.

     Article FOURTH (a) shall be amended to read as follows:

          "FOURTH: (a) The aggregate number of shares which the corporation
     shall have authority to issue is 100,000,000 shares of common stock having
     no par value per share. The shares of this class of common stock shall have
     unlimited voting rights and shall constitute the sole voting group of the
     corporation, except to the extent any additional voting group or groups may
     hereafter be established in accordance with the Colorado Business
     Corporation Act."