CytoDyn, Inc
Code of Ethics for Senior Financial Officers


In my role as __ _______ (title) of CytoDyn, Inc, a (Company),  J recognize that
1 hold an  important  and  elevated  role  in the  corporate  governance  of the
Company.  I am  uniquely  capable  and  empowered  to ensure  that  stakeholders
interests are appropriately balanced, protected and preserved. Accordingly, this
Code of Ethics for Senior Financial Officers (Code) provides principles to which
1 am  expected  to  adhere  and  advocate.  The Code  embodies  rules  regarding
individual  and  peer  responsibilities,  as  well  as  responsibilities  to the
Company, the public and other stakeholders.

I certify to you that I adhere to and  advocate  the  following  principles  and
responsibilities governing my professional and ethical conduct.

To the best of my knowledge and ability:

     1.  I act with honesty and integrity, avoiding actual or apparent conflicts
         of interest in personal and professional relationships.
     2.  I provide  constituents  with information  that is accurate,  complete,
         objective,   relevant,   timely  and  understandable   within  accepted
         materiality standards.
     3.  I provide full, fair, accurate, timely and understandable disclosure on
         SEC reports and other public communications.
     4.  I comply with rules and regulations of federal,  state,  provincial and
         local governments, and other appropriate private and public regulator}'
         agencies.
     5.  I act in  good  faith,  responsibly,  with  due  care,  competence  and
         diligence,  without  misrepresenting  material  facts  or  allowing  my
         independent judgment to be subordinated.
     6.  I respect the confidentiality of information  acquired in the course of
         my work  except when  authorized  or  otherwise  legally  obligated  to
         disclose. Confidential information acquired in the course of my work is
         not used for personal advantage.
     7.  I share  knowledge  and maintain  skills  important  and relevant to my
         constituents' needs.
     8.  I proactively  promote ethical behavior as a responsible  partner among
         peers in my work environment and community.
     9.  I achieve  responsible use of and control over all assets and resources
         employed or entrusted to me.
     10. I promptly  report all material  internal  violations of the Code to my
         supervisor,  chief financial officer,  internal audit or the Disclosure
         Committee as appropriate.
     11. I acknowledge that any material violation of the Code may subject me to
         disciplinary action up to and including termination.

Any waiver of the Code will be disclosed within five business days on a Form 8 K
or on the Company's Web site.

  _______ (Date)


 _______ _ _ __  _     (Signature)