EXHIBIT 10.11

                                 PROMISSORY NOTE

$200,000                                                            May 22, 1998

         For Value Received, the undersigned hereby unconditionally promises to
pay to the order of Hollis-Eden Pharmaceuticals, Inc., a Delaware corporation
(the "Company"), at its principal executive offices, or at such other place as
the holder hereof may designate in writing, in lawful money of the United States
of America and in immediately available funds, the principal sum of Two Hundred
Thousand Dollars ($200,000) together with interest accrued from the date hereof
on the unpaid principal at the rate of 5.5% per annum, or the maximum rate
permissible by law (which under the laws of the State of California shall be
deemed to be the laws relating to permissible rates of interest on commercial
loans), whichever is less, as follows:

                  Principal Repayment. The outstanding principal amount
         hereunder shall be due and payable in full five years from the date of
         this Note; and

                  Interest Payments. Interest shall be payable annually in
         arrears and shall be calculated on the basis of a 360-day year for the
         actual number of days elapsed.

         If the undersigned fails to pay any of the principal and accrued
interest when due, the Company, at its sole option, shall have the right to
accelerate this Note, in which event the entire principal balance and all
accrued interest shall become immediately due and payable, and immediately
collectible by the Company pursuant to applicable law.

         This Note may be prepaid at any time without penalty. All money paid
toward the satisfaction of this Note shall be applied first to the payment of
interest as required hereunder and then to the retirement of the principal.

         The undersigned hereby waives presentment, protest and notice of
protest, demand for payment, notice of dishonor and all other notices or demands
in connection with the delivery, acceptance, performance, default or endorsement
of this Note.

         The holder hereof shall be entitled to recover, and the undersigned
agrees to pay when incurred, all costs and expenses of collection of this Note,
including without limitation, reasonable attorneys' fees.

         This Note shall be governed by, and construed, enforced and interpreted
in accordance with, the laws of the State of California, excluding conflict of
laws principles that would cause the application of laws of any other
jurisdiction.

                                         Signed /s/ Richard B. Hollis
                                                -----------------------------
                                                Richard B. Hollis