EXHIBIT 10.3
STANDARD FORM 26 (REV. 4-85)
NSN 7540-01-152-8069
OMB No. 0990-0115
RFP 95-32
AWARD/CONTRACT
1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 350)
RATING
PAGE 1 OF PAGES 20
2. CONTRACT (Proc. inst. ident.) No. ND1-AI-55273
3. EFFECTIVE DATE September 30, 1995
4. REQUISITION/PURCHASE REQUEST/PROJECT N-933
5. ISSUED BY CODE 2668-55273
National Institutes of Health
Contract Management Branch, NIAID
Solar Building, Room 3007
6003 Executive Boulevard MSC 7610
Bethesda, Maryland 20892-7610
6. ADMINISTERED BY (if other than item 5) CODE
7. NAME AND ADDRESS OF CONTRACTOR (No.,  street,  city,  country,  State and Zip
Code)
BTRL Contracts and Services, Inc., dba/
Biotech Research Laboratories, Inc. 
3 Taft Court
Rockville, Maryland 20850
8. DELIVERY
FOB ORIGIN
OTHER (See below Destination)
9. DISCOUNT FOR PROMPT PAYMENT N/A
10. SUBMIT INVOICES
(4 copies unless otherwise specified) TO THE ADDRESS SHOWN IN ITEM G.3
CODE
FACILITY CODE
11. SHIP TO/MARK FOR
See Article F.1.
12. PAYMENT WILL BE MADE BY
See Article G.3.
CODE
13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION N/A
10 U.S.C. 2304 (c)( )
41 U.S.C. 253 (c)( )
14. ACCOUNTING AND APPROPRIATION DATA CAN#5-8425674 DOC#300N1A155273 TIN#1-
043152484-A1
SOC#25.55
FY 95 $343,987
15A. ITEM NO.
15B. SUPPLIES/SERVICES
15C. QUANTITY
15D. UNIT
15E. UNIT PRICE
15F. AMOUNT
Research & Development Contract
Title: MAO/Detection of Antibodies & Proteins; Isolation of Virus (E)
Period: September 30, 1995 through September 29, 1997
Amount allotted: $343,987 Awarded under MA N01-AI-42602
Contract Type: Cost Reimbursement/Completion
FY 95 343,987
FY 96 778,668
15G. TOTAL AMOUNT OF CONTRACT $1,122,655
16. TABLE OF CONTENTS
( ) SEC. DESCRIPTION PAGE(S) ( ) SEC. DESCRIPTION PAGE(S)
PART I - THE SCHEDULE PART II - CONTRACT CLAUSES
X A SOLICITATION/CONTRACT FORM 1 X 1 CONTRACT CLAUSES 13
X B  SUPPLIES  OR  SERVICES  AND  PRICES/COSTS  4 PART III - LIST OF  DOCUMENTS,
EXHIBITS AND OTHER ATTACH.
X C DESCRIPTION/SPECS./WORK STATEMENT 8 X J LIST OF ATTACHMENTS 13
X D PACKAGING AND MARKING 8 PART IV- REPRESENTATIONS AND INSTRUCTIONS
X E INSPECTION AND ACCEPTANCE 9 X K  REPRESENTATIONS,  CERTIFICATIONS  AND OTHER
STATEMENTS OF OFFERORS 13
X F DELIVERIES OR PERFORMANCE 10
X G CONTRACT ADMINISTRATION DATA 11 L INSTRS., CONDS., AND NOTICES TO OFFERORS
X H SPECIAL CONTRACT REQUIREMENTS 12 M EVALUATION FACTORS FOR AWARD
CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
17. X  CONTRACTOR'S  NEGOTIATED  AGREEMENT  (Contractor is required to sign this
document and return 3 copies to issuing  office.)  Contractor  agrees to furnish
and  deliver  all items or  perform  all the  services  set  forth or  otherwise
identified above and on any  continuation  sheets for the  consideration  stated
herein.  The rights and  obligations  of the parties to this  contract  shall be
subject to and governed by the following documents: (a) this award/contract, (b)
the   solicitation,   if  any,   and  (c)  such   provisions,   representations,
certifications, and specifications, as are attached or incorporated by reference
herein. (Attachments are listed herein.)
18.  AWARD  (Contractor  is not required to sign this  document.)  Your offer on
Solicitation  Number  including the full  additions or changes made by you which
additions or changes are set forth in full above,  is hereby  accepted as to the
items listed above and on any continuation  sheets.  This award  consummates the
contract  which  consists  of the  following  documents:  (a)  the  Government's
solicitation and your offer, and (b) this award/contract. No further contractual
document is necessary.
19A. NAME AND TITLE OF SIGNER (Type or print)
Mark Manak, Senior Vice President
20A. NAME OF CONTRACTING OFFICER
Nancy Hershey, Contracting Officer
CMB, NIAID, HIH
19B. NAME OF CONTRACTOR
BY Mark Manak
(Signature of person authorized to sign)
19C. DATE SIGNED
9/21/95
20B. UNITED STATES OF AMERICA
BY Lawrence M. Butler
(Signature of Contracting Officer)
20C. DATE SIGNED
9/22/95

 




             DETAILED TABLE OF MASTER AGREEMENT ORDER (MAO) CONTENTS
             -------------------------------------------------------
PART I - THE SCHEDULE
SECTION A - SOLICITATION/MAO FORM............................................. 1
- ---------------------------------

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS............................. 4
- -------------------------------------------------
ARTICLE B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES........................ 4
ARTICLE B.2. ESTIMATED COST AND FIXED FEE..................................... 4
ARTICLE B.3. PROVISIONS APPLICABLE TO DIRECT COSTS............................ 5
ARTICLE B.4. ADVANCE UNDERSTANDINGS........................................... 6

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT......................... 8
- -----------------------------------------------------
ARTICLE C.1. STATEMENT OF WORK................................................ 8
ARTICLE C.2. REPORTING REQUIREMENTS........................................... 8

SECTION D - PACKAGING, MARKING AND SHIPPING................................... 8
- -------------------------------------------

SECTION E - INSPECTION AND ACCEPTANCE......................................... 9
- -------------------------------------

SECTION F - DELIVERIES OR PERFORMANCE........................................ 10
- -------------------------------------
ARTICLE F.1. DELIVERIES...................................................... 10
ARTICLE F.2. STOP WORK ORDER................................................. 10

SECTION G - MAO ADMINISTRATION DATA.......................................... 11
- -----------------------------------
ARTICLE G.1. PROJECT OFFICER................................................. 11
ARTICLE G.2. KEY PERSONNEL................................................... 11
ARTICLE G.3. INVOICE SUBMISSION . . . . . . . . . . ..........................11
ARTICLE G.4. GOVERNMENT PROPERTY............................................. 12
ARTICLE G.5. GOVERNMENT SUPPLY SOURCES........................................12

SECTION H - SPECIAL MASTER AGREEMENT ORDER REQUIREMENTS.......................12
- -------------------------------------------------------
ARTICLE H.1. HUMAN SUBJECTS . . . . ......................................... 12
ARTICLE H.2. SALARY RATE LIMITATION LEGISLATION PROVISIONS................... 12


PART II...................................................................... 13

SECTION I - MASTER AGREEMENT ORDER CLAUSES................................... 13
- ------------------------------------------
ARTICLE I.1. GENERAL CLAUSES FOR A NEGOTIATED COST-PLUS-A-FIXED FEE
MASTER AGREEMENT ORDER ...................................................... 13
ARTICLE I.2. AUTHORIZED SUBSTITUTIONS OF CLAUSES............................. 13
ARTICLE I.3. ADDITIONAL MAO CLAUSES.......................................... 13
ARTICLE I.4. ADDITIONAL FAR CLAUSES INCLUDED IN FULL TEXT.................... 13








                                        2




PART III..................................................................... 13

SECTION J - LIST OF ATTACHMENTS.............................................. 13
Statement of Work.............................................................13

PART IV...................................................................... 13

SECTION K - REPRESENTATIONS AND CERTIFICATIONS............................... 13
Representations and Certifications........................................... 13



                                        3





SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
- -------------------------------------------------

[THIS MAO IS AWARDED  UNDER MASTER AGREEMENT NO1-AI-42602 FOR HIV PRECLINICAL
VACCINE DEVELOPMENT].

ARTICLE B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES

The  purpose of this  master  agreement  order  (MAO) is for the  "Detection  of
Antibodies and Proteins;  Isolation of Virus;  Section A:  Immunization with HIV
Vaccines and Challenge with SHIV.

ARTICLE B.2.  ESTIMATED COST AND FIXED FEE

a.       The estimated cost of this MAO is $1,057,412.

b.       The  fixed  fee for  this  MAO is  $65,243.  The fee  shall  be paid in
         installments  based  on  the  percentage  of  completion  of  work,  as
         determined by the Contracting  Officer,  and subject to the withholding
         provisions  of the  clauses  ALLOWABLE  COST AND  PAYMENT and FIXED FEE
         referenced  in the General  Clause  Listing in Part II,  ARTICLE I.1 of
         this MAO.  Payment of fixed fee shall not be made in less than  monthly
         increments.

c.       The  Government's  obligation,  represented by the sum of the estimated
         cost plus the fixed fee, is $1,122,655.

d.       Total funds  currently  available  for payment and allotted to this MAO
         are $343,987,  of which $323,996 represents the estimated costs, and of
         which  $19,991  represents  the fixed fee.  For further  provisions  on
         funding, see the LIMITATION OF FUNDS referenced in Part II, ARTICLE I.2
         Authorized Substitutions of Clauses of the MA.

e.       It  is  estimated  that  the  amount  currently   allotted  will  cover
         performance of the MAO through September 29, 1996.

f.       Increments to be allotted to this contract are estimated as follows:

                                            Estimated     Fixed  Total Estimated
       FY           Period                    Cost         Fee           Cost
       --           ------                    ----         ---           ----

       95       9/30/95  -  9/29/96       $  323,996    $  19,991   $  343,987
       96       9/30/96  -  9/29/97       $  733,416    $  45,252   $  778,668

                       Total              $1,057,412    $  65,243   $1,122,655


g.       The Contracting  Officer may allot  additional funds to the MAO without
         the concurrence of the MA Holder.




                                        4




ARTICLE B.3.  PROVISIONS APPLICABLE TO DIRECT COSTS
- ---------------------------------------------------


a.       Items Unallowable Unless Otherwise Provided

         Notwithstanding the clause, ALLOWABLE COST AND PAYMENT, [and FIXED FEE]
         incorporated  into  this  MAO,  unless  authorized  in  writing  by the
         Contracting  Officer,  the costs of the  following  items or activities
         shall be unallowable as direct costs:

         (1)      Acquisition,  by  purchase or lease,  of any  interest in real
                  property;

         (2)      Special rearrangement or alteration of facilities;

         (3)      Purchase  or  lease  of any  item of  general  purpose  office
                  furniture  or office  equipment  regardless  of dollar  value.
                  (General purpose equipment is defined as any items of personal
                  property  which are usable for purposes  other than  research,
                  such as office equipment and furnishings,  pocket calculators,
                  etc.);

         (4)      Travel  to  attend  general  scientific  meetings  (a  general
                  scientific   meeting   is   defined   as  an   assemblage   of
                  scientific/technical  personnel  held to exchange  information
                  and  ideas  through  a  scheduled  program  of  presentations;
                  includes  conferences,   congresses,  seminars,  symposia  and
                  workshops; usually sponsored by a national organization);

         (5)      Foreign travel - See Paragraph b. below;

         (6)      Overtime premium;

         (7)      Consultant fees;

         (8)      Subcontracts;

         (9)      Accountable  Government  property  (defined  as both  real and
                  personal  property with an acquisition  cost of $1,000 or more
                  and a life  expectancy of more than two years) and  "sensitive
                  items"  (defined  and  listed  in the  Contractor's  Guide for
                  Control  of   Government   Property,   1990,   regardless   of
                  acquisition value.

b.       Travel Costs

(1)      Foreign Travel

         Requests  for foreign  travel must be  submitted  at least six weeks in
         advance and shall contain the following: (a) meeting(s) and place(s) to
         be visited,  with costs and dates;  (b)  name(s) and  title(s) of MAO's
         personnel  to travel and their  functions  in the specific MAO project;
         (c) the MAO purposes to be served by the travel;  (d) how travel of MAO
         personnel will benefit and contribute to accomplishing the specific MAO
         project,  or will otherwise  justify the  expenditure of NIH MAO funds;
         (e) how such  advantages  justify the costs for travel and absence from
         the project of more than one person if such are suggested; and (f) what
         additional  functions  may be performed by the  travelers to accomplish
         other  purposes  of the  specific  MAO and  thus  further  benefit  the
         project.




                                        5






ARTICLE B.4.  ADVANCE UNDERSTANDINGS
- ------------------------------------

a.       The estimated  level of effort set forth below is for guidance to serve
         not as a  measure  of the  MAO  Holder's  obligation  but as a  further
         description  of the  required  tasks.  It will  represent  the basis of
         direct  labor  agreed to in the MAO  negotiations  for the period  from
         September 30, 1995 through September 29, 1997, and will be used by both
         the  Government  and  the  MAO  Holder  to  monitor   progress   toward
         achievement of the MAO objectives.


                                      Total Estimated        Total Estimated            Total Estimated
         Labor Category                Year 1 Hours            Year 2 Hours             Number of Hours
         --------------                ------------            ------------             ---------------
                                                                                
 

           [Language Deleted due to Confidential Treatment Request.]

 
          TOTAL                                             


b.       The  MAO  Holder  agrees  to  abide  by the  terms  of  FAR  52.247-63,
         Preference for U.S.-Flag Air Carriers.  This  provision  states in part
         that, in  performing  work under this MAO, the MAO Holder shall utilize
         U.S.  flag  air  carriers  unless  service  by  those  carriers  is not
         available.  If U.S.  flag air carriers are not available the MAO Holder
         shall    so     certify     in     writing     and     include     that
         certification/justification  in the  request  for  advance  approval of
         foreign  travel.  (Cost/lower  fares  are not  acceptable  reasons  for
         proposing to utilize foreign air carriers.)

c.       The MAO  Holder  agrees to submit an annual  and a final  inventory  of
         Government  property as required  by the DHHS  "Contractor's  Guide for
         Control of Government Property."  Inventories shall be submitted to the
         Contract  Property  Administrator  identified  in Article  G.4. of this
         contract,  with a copy to the Contracting  Officer.  Annual inventories
         shall be submitted by October 31 each year.

d.       The MAO Holder agrees to immediately notify the Contracting  Officer in
         writing if there is a projected  overrun (in any amount) or  unexpended
         balance  (greater  than  10%) in the  overall  budget at the end of any
         funding  period,  and  the  reasons  for the  variance  (see  also  the
         requirements of the Limitation of Funds clause in the MAO).

e.       If the MAO  contains any specific  limitations/ceilings  on  particular
         costs, these shall always prevail until modified in the MAO.

f.       The MAO Holder agrees that  samples/products  received from/through the
         Government  for  utilization  under  this MAO  shall  be used  only for
         purposes required by this MAO.

g.       Publication of Manuscripts or Abstracts

         Because  there is a likelihood  that the MAO Holder will be  evaluating
         proprietary  compounds  provided to the Government by a third party, it
         is essential to include  provisions that will protect the rights of the
         third party suppliers as follows:

                  The MAO  Holder  agrees  that  manuscripts/abstracts  based on
                  data/information   generated   under  this  MAO  will  not  be
                  submitted  for  publication   until  written  Project  Officer
                  clearance has been received. MAO support shall be acknowledged
                  in all such  publications.  A  "publication"  is defined as an
                  issue of printed  material  offered  for  distribution  or any
                  communication or oral presentation of information.





                                        6





                  The Project Officer will review all manuscripts/documents in a
                  period of time not to exceed 30  calendar  days from  receipt,
                  and will either grant  clearance  for  publication/disclosure,
                  recommend changes or, as applicable, refer the document to the
                  Supplier of the compound for their review.

                  NIAID will use its best  efforts to assist  and  expedite  the
                  review process by the Supplier wherever possible.

h.       Correspondence Procedures

         To promote timely and effective administration,  correspondence (except
         for  invoices/financial   reports,   technical  progress  reports/other
         deliverables)  submitted  under  this  MAO  shall  be  subject  to  the
         following procedures:

         1.       Technical  correspondence  shall be  addressed  to the Project
                  Officer with an information  copy of the basic  correspondence
                  to  the  Contracting  Officer.  (As  used  herein,   technical
                  correspondence    excludes   correspondence   which   proposes
                  deviations from or modifications of MAO requirements, terms or
                  conditions.)

         2.       Other  correspondence  shall be addressed  to the  Contracting
                  Officer,  with an information copy of the basic correspondence
                  to the Project Officer.

         3.       Subject Line(s).  All  correspondence  shall contain a subject
                  line commencing with the MAO number as illustrated below:

                           SUBJECT:  MAO No. NO1-AI-55273
                                     Request for Approval of



                                        7




SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT
- -----------------------------------------------------

ARTICLE C.1.  STATEMENT OF WORK
- -------------------------------

a.       Independently  and not as an agent of the  Government,  the MAO  Holder
         shall  furnish  all  the  necessary  services,   qualified   personnel,
         material,  equipment,  and  facilities,  not otherwise  provided by the
         Government  as needed to  perform  the  Statement  of Work,  SECTION J,
         ATTACHMENT 1, dated September 30, 1995 attached hereto and incorporated
         herein.

b.       If  there  is any  inconsistency  between  the MAO  Holder's  technical
         proposals  dated March 7, 1995,  June 20, 1995 and August 7, 1995,  and
         the work  described in this Article  C.1.,  Paragraph a., the terms and
         conditions of this Article C.1., Paragraph a, shall control.


ARTICLE C.2.  REPORTING REQUIREMENTS
- ------------------------------------

a.       Technical Reports

         In addition to those  reports  required by the other terms of this MAO,
         the MAO Holder shall  prepare and submit the  following  reports in the
         manner stated below and in accordance  with ARTICLE F.1.  DELIVERIES of
         this MAO:


         (1)      Quarterly Progress Report

                  By the fifteenth  calendar day of the month  following the end
                  of each  quarter,  the MA Holder  shall submit (5) copies of a
                  quarterly technical report. Four (4) copies shall be submitted
                  to the Project  Officer and one (1) copy shall be submitted to
                  the   Contracting   Officer.   This  report  shall  include  a
                  (description  of the activities  during the reporting  period,
                  and the activities  planned for the ensuing  reporting period.
                  The first  reporting  period  consists of the first full three
                  months of  performance  including any  fractional  part of the
                  initial month. Thereafter,  the reporting period shall consist
                  of three full calendar months. A quarterly report shall not be
                  submitted when a final report is due.


         (2)      Final Report

                  The MAO  Holder  shall  submit  five (5)  copies  of the final
                  report  documents.  Four (4) copies  shall be submitted to the
                  Project  Officer  and  (1)  copy  shall  be  submitted  to the
                  Contracting Officer.  This report is to include a summation of
                  the work  performed  and results  obtained  for the entire MAO
                  period of  performance.  This  report  shall be in  sufficient
                  detail to describe  comprehensively the results achieved.  The
                  Final Report  shall be submitted no later than the  completion
                  date of this MAO.


SECTION D - PACKAGING, MARKING AND SHIPPING
- -------------------------------------------

All deliverables  required under this MAO shall be packaged,  marked and shipped
in accordance  with  Government  specifications.  The MAO Holder shall guarantee
that  all  required  materials  shall  be  delivered  in  immediate  usable  and
acceptable condition.



                                        8




SECTION E - INSPECTION AND ACCEPTANCE
- -------------------------------------

a.       For the purpose of this ARTICLE,  the designated Project Officer is the
         authorized representative of the Contracting Officer, who shall perform
         inspection and acceptance of materials and services to be provided.

b.       Inspection  and acceptance  will be performed at the Project  Officer's
         address listed in the clause entitled "Deliveries" in Section F.

         Acceptance may be presumed unless otherwise indicated in writing by the
         Contracting  Officer or the duly  authorized  representative  within 30
         days of receipt.

c.       This MAO incorporates the following clause by reference,  with the same
         force and effect as if it were given in full text.  Upon  request,  the
         Contracting Officer will make its full text available.

         FAR Clause  52.246-9,  INSPECTION OF RESEARCH AND  DEVELOPMENT - (SHORT
         FORM)(APRIL 1984).



                                        9





SECTION F - DELIVERIES OR PERFORMANCE
- -------------------------------------

ARTICLE F.1.  DELIVERIES
- ------------------------

Satisfactory  performance of this MAO shall be deemed to occur upon delivery and
acceptance by the Contracting Officer, or the duly authorized representative, of
the following items in accordance with the stated delivery schedule:

The items  specified  below as described  in (SECTION C,  ARTICLE C.2.  shall be
delivered f.o.b. destination as set forth in FAR 52.247-35,  F.O.B. DESTINATION,
WITHIN  CONSIGNEES  PREMISES  (APRIL 1984),  and in  accordance  with and by the
date(s) specified below [and any specifications  stated in SECTION D, PACKAGING,
MARKING AND SHIPPING, of this MAO]:


         Item     Description       QuantityDelivery Schedule
         ----     -----------       -------------------------

          1.      Quarterly             5         1/15/96, 97
                                                  4/15/96, 97
                                                  7/15/96, 97
                                                  10/15/96
          2.      Final                 5         By completion date of this MAO

         The above items shall be addressed and delivered to:

         Addressee                  Deliverable Item No.      Quantity
         ---------                  --------------------      --------

         Project Officer                    1.                   4
         PRB, DAIDS                         2.                   4

         Solar Bldg., Rm. 2A31
         6003 Executive Blvd.
         Bethesda, MD. 20892

         Contracting Officer                1.                   1
         CMB, DEA, NIAID, NIH               2.                   1
         Solar Bldg., Rm. 3C07
         6003 Executive Blvd.
         Bethesda, MD. 20892


ARTICLE F.2.  STOP WORK ORDER
- -----------------------------

This MAO incorporates the following clause by reference, with the same force and
effect as if it were given in full text. Upon request,  the Contracting  Officer
will make its full text available.

         FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSE:
         52.212-13, STOP WORK ORDER (AUGUST 1989) with ALTERNATE I (APRIL 1984).




                                       10




SECTION G - MAO ADMINISTRATION DATA
- -----------------------------------

ARTICLE G.1.  PROJECT OFFICER
- -----------------------------

Pursuant to the Project  Officer  Article  incorporated in the MA, the following
Project Officer will represent the Government for the purpose of this MAO:

                  MAO Project Officer:              Marta J. Glass, M.S.

The  Project  Officer  is  responsible  for:  (1)  monitoring  the MAO  Holder's
technical progress, including the surveillance and assessment of performance and
recommending  to  the  Contracting   Officer   changes  in   requirements;   (2)
interpreting  the  Statement  of  Work  and  any  other  technical   performance
requirements;  (3) performing technical  evaluation as required;  (4) performing
technical inspections and acceptances required by this MAO; and (5) assisting in
the resolution of technical problems encountered during performance.

The Contracting Officer is the only person with authority to act as agent of the
Government  under this MAO. Only the  Contracting  Officer has authority to: (1)
direct or negotiate any changes in the  Statement of Work;  (2) modify or extend
the period of  performance;  (3) change the  delivery  schedule;  (4)  authorize
reimbursement  to the MAO Holder any costs  incurred  during the  performance of
this MAO; or (5) otherwise change any terms and conditions of this MAO.

The Government may unilaterally change its Project Officer designation.


ARTICLE G.2.  KEY PERSONNEL
- ---------------------------

Pursuant to the Key  Personnel  clause  incorporated  in the MAO, the  following
individuals  are  considered  to be  essential  for  the  work  being  performed
hereunder:

                  NAME                        TITLE
                  ----                        -----

               Chang Chih-Tai, Ph.D.      Principal Investigator
               Hanna Weissberger, Ph.D.   Co-Principal Investigator


ARTICLE G.3. INVOICE SUBMISSION
- -------------------------------

The  Invoice/Financing  Request  Instructions  for NIH  Cost-Reimbursement  Type
Contracts, NIH(RC)-1, set forth in your Master Agreement are incoporated herein.

The invoice  instructions and directions for the submission of invoice/financing
requests  contained  in the MA must be  followed to meet the  requirements  of a
"proper" invoice, pursuant to FAR 32.9.



                                       11





ARTICLE G.4.  GOVERNMENT PROPERTY
- ---------------------------------

a.       In addition to the  requirements  of the clause,  GOVERNMENT  PROPERTY,
         incorporated in this Section I of this MAO, the MAO Holder shall comply
         with the provisions of DHHS Publication, Contractor's Guide for Control
         of Government Property,  (1990), which is incorporated into this MAO by
         reference.  Among other issues, this publication  provides a summary of
         the MAO Holder's  responsibilities  regarding purchasing authorizations
         and inventory and reporting  requirements under the MAO. A copy of this
         publication  is  available  upon  request  to  the  Contract   Property
         Administrator at the following address:


                  Contracts Property Administrator
                  Research Contracts Property Administration, NIH
                  Building 13, Room 2E-65
                  9000 Rockville Pike
                  Bethesda, Maryland  20892
                  (301) 496-6466


ARTICLE G.5.  GOVERNMENT SUPPLY SOURCES, is hereby incorporated into this MAO by
reference pursuant to the Master Agreement.


SECTION H - SPECIAL MASTER AGREEMENT ORDER REQUIREMENTS
- -------------------------------------------------------

The following  Articles are incorporated into this MAO by reference  pursuant to
the Master  Agreement.  [(Any MAO Articles which are not contained in the MA are
set forth below in full text)]:

a.       ARTICLE H.1.  HUMAN SUBJECTS
         ----------------------------

b.       ARTICLE H.2.  SALARY RATE LIMITATION LEGISLATION PROVISIONS
         -----------------------------------------------------------

         Paragraph b. of this ARTICLE is revised as follows:

         b.       Public Law No.    Fiscal Year      Salary Limitation
                  --------------    -----------      -----------------


                    103-333            1995               $125,000






                                       12





PART II
- -------


SECTION I - MASTER AGREEMENT ORDER CLAUSES
- ------------------------------------------

The following  Articles are incorporated into this MAO by reference  pursuant to
the Master  Agreement.  [(Any MAO Articles which are not contained in the MA are
set forth below in full text)]:

a.       ARTICLE I.1.  GENERAL  CLAUSES FOR A  NEGOTIATED  COST PLUS A FIXED FEE
         MASTER AGREEMENT ORDER

b.       ARTICLE I.2. AUTHORIZED SUBSTITUTIONS OF CLAUSES, [Cost-Reimbursement]

c.       ARTICLE I.3. ADDITIONAL MASTER AGREEMENT CLAUSES, [Cost-Reimbursement]


d.       ARTICLE I.4. ADDITIONAL FAR CLAUSES INCLUDED IN FULL TEXT


PART III
- --------

SECTION J - LIST OF ATTACHMENTS
- -------------------------------

Unless  otherwise  indicated  below,  the  following  documents are attached and
incorporated in this MAO:


1.       Statement of Work, September 30, 1995,  7 pages.

2.       Invoice/Financing  Request Instructions for NIH Cost-Reimbursement Type
         Contracts,  NIH(RC)-1 6/18/92, 4 pages. [This attachment is part of the
         Master  Agreement  document  and  is  incorporated  into  this  MAO  by
         reference].

3.       Safety and Health,  PHSAR clause  352.223-70,  (4/84),  2 pages.  [This
         attachment is part of the Master Agreement document and is incorporated
         into this MAO by reference.

4.       Procurement of Certain Equipment,  NIH(RC)-7,  (4/1/84),  1 page. [This
         attachment is part of the Master Agreement document and is incorporated
         into this MAO by reference.


SECTION K - REPRESENTATIONS AND CERTIFICATIONS
- ----------------------------------------------

The following documents are incorporated by reference in this MAO:

1.       Representations and Certifications, dated August 7, 1995.



END of the SCHEDULE
(MASTER AGREEMENT ORDER)

                                       13





                                STATEMENT OF WORK
                                -----------------


SECTION A:  IMMUNIZATION WITH HIV VACCINES AND CHALLENGE WITH SHIV
- ----------  ------------------------------------------------------



Independently, and not as an agent of the Government, the Master Agreement Order
holder shall  provide the necessary  services,  qualified  personnel,  material,
equipment, and facilities,  not otherwise provided by the Government,  as needed
to perform the tasks of the Statement of Work below:


The MAO Holder shall:



1. Perform assays to assess the humoral  immune  responses of macaques that have
been  immunized  with HIVenv (or with a  combination  of HIVenv and SIV non-env)
vaccines. Specifically the MAO Holder shall:


         a.       Conduct  assays  (such as ELISA and  western  blots) to detect
                  antibodies  to  the  envelope  of  HIV  (and  to  non-envelope
                  proteins  of  SIV  that  are  included  in  the   immunization
                  protocol)  in  the  sera  or  other  fluids  of  immunized  or
                  virus-infected monkeys for all vaccine studies assigned.


         b.       Develop  assays to detect  antibodies to the above proteins or
                  antigens  if an assay  system is not  currently  available  to
                  detect  those  antibodies  or if  existing  assays  are not of
                  sufficient   sensitivity   or   specificity   to  provide  the
                  information required by NIAID.


MAO Statement of Work                                               ATTACHMENT 1
(09/30/95)                                                                Page 1







2. Conduct assays to determine whether monkeys become infected after exposure to
   SHIV:

         a.       Determine whether SHIV can be isolated from PBMC, lymph nodes,
                  or  other   tissue  of  monkeys   after  virus   challenge  by
                  co-cultivating  the cells or tissue with primary simian and/or
                  human peripheral blood cells, other primary cells, and/or cell
                  lines. Evaluate the virus load in the PBMC of infected monkeys
                  by conducting limitingdilution virus isolations.

                  Confirm   virus   transmission   to  the   target   cells   by
                  demonstration  of the presence of virus or viral protein(s) in
                  the culture  supernatant  and/or the presence of viral protein
                  or nucleic acid in the cultured cells.

         b.       Conduct assays to detect HIV proteins and/or SIV proteins,  or
                  SHIV  nucleic  acids  (using HIV or SIV primers or probes,  as
                  appropriate) in peripheral blood  lymphocytes or other tissues
                  of animals after challenge with virus.


         c.       Conduct  assays  (such as  antigen  capture  assays) to detect
                  viral antigens or conduct assays to detect viral nucleic acids
                  in the plasma of animals after challenge with virus.


MAO Statement of Work                                               ATTACHMENT 1
(09/30/95)                                                                Page 2





3.       Receive,  catalog,  track,  and maintain an inventory of the  specimens
         that arrive for evaluation:

         a) Advise sample  suppliers  (Category B MAO  contractors)  of the most
         suitable  manner for  shipment  of sera,  whole  blood,  cells or other
         specimens  for  evaluation  and  arrange  for  the  transfer  of  these
         specimens from primate  laboratories  to the MAO Holder.  All shipments
         must be coordinated so that activity/viability of specimens will not be
         adversely affected.

         b) When necessary,  pick up or arrange for pick up of incoming specimen
         shipments  from a specified  airport or other  contact site in a timely
         manner and assure  maintenance  of  activity  and/or  viability  of the
         specimens by providing the appropriate  temperature in transit from the
         airport or other contact site to the MAO Holder's laboratory.

         c) Receive and  catalog  specimens  arriving  for  evaluation  from the
         primate laboratories.  Maintain  documentation on file for all incoming
         specimens,  including but not limited to:primate subject identification
         number, trial site, protocol identification number, specimen collection
         date and condition of sample upon arrival.

         d) Store cataloged,  aliquotted specimens under appropriate  conditions
         to retain maximum immunological activity.

         e) Maintain  specimen tracking and inventory system such that specimens
         can be traced and located from  receipt  through  processing  and assay
         analysis.


4.       Maintain test result database and transfer data electronically:

         a) Compile and maintain a computerized  database of all assay and virus
         isolation results, using a format compatible with the FOX-PRO data base
         that NIAID  plans to use to compile  records  and data from the vaccine
         studies. Results are to be recorded with designations of study protocol
         number, animal number,  specimen collection date, and other information
         requested by the Project Officer.

         b)  Transfer   specified  data   electronically  to  the  AIDS  Vaccine
         Evaluation Group (AVEG)  Statistical and Coordinating  Center (SCC) and
         to the  Project  Officer  at regular  intervals  as  instructed  by the
         Project  Officer  (Format to be agreed  upon  betwen  NIAID and the MAO
         Holder).




MAO Statement of Work                                               ATTACHMENT 1
(09/30/95)                                                                Page 3






         c) Ensure  protection  against the loss of data by the  duplication  of
         data base files and programs for storage;  provide for the security and
         safety of data on the specimen inventory and the test results database.

5.       Provide facilities and resources:

         a)  Provide  facilities  and  equipment  for the work to be  conducted,
         including a biosafety  level 2 or 3 laboratory for conducting work with
         live HIV and SHIV as well as samples from infected monkeys.

         b) Provide,  maintain, and operate facilities for controlled storage of
         sera,  virus  stocks,  cell  stocks,  and other  samples and  reagents,
         including  storage  at -10 to -20  degrees C, at -70 to - 90 degrees C,
         and in liquid  nitrogen  conditions,  with  appropriate  monitoring  of
         storage  conditions  to  guarantee   continuous  proper  storage.   The
         reliability of supply  systems,  electrical  power,  and backup support
         systems shall be ensured by the MAO Holder.

         c) Provide protective garments,  equipment and sufficient monitoring to
         assure safe  handling of  potentially  hazardous  materials,  including
         radioactive materials.  Specifically,  the MAO Holder shall comply with
         all applicable health and safety  regulations while conducting the work
         set forth herein.

         d)  Conduct  work  under  this MAO in  accordance  with all  applicable
         Federal, state, and local laws, codes, ordinances and regulations,  and
         with the following basic references and other related  modifications by
         the Public Health Service:

                  (1)      Biosafety   in    Microbiological    and   Biomedical
                           Laboratories,  U.S.  Department  of Health  and Human
                           Services,  Centers for Disease  Control and  National
                           Institutes  of Health,  HHS Pub.  No.  (NIH)  93-8395
                           published  by the U.S.  Government  Printing  Office,
                           third  edition,   May  1993,   stock  number  17-040-
                           00523-7.

                  (2)      Recommendations for Prevention of HIV Transmission in
                           Health Care Settings,  Morbidity and Mortality Weekly
                           Report, Vol. 36, No. 2-S.

                  (3)      Agent Summary  Statement  for Human  Immunodeficiency
                           Virus  and  Report on  Laboratory-Acquired  Infection
                           with  Human  Immunodeficiency  Virus,  Morbidity  and
                           Mortality Weekly Report, Vol. 37, No.S-4, pp.1-22.

                  (4)      "Guidelines to Prevent Simian  Immunodeficiency Virus
                           Infection in Laboratory Workers and Animal Handlers,"
                           Morbidity and Mortality  Weekly Report,  Vol. 37, No.
                           45, pp. 693-704.

MAO Statement of Work                                               ATTACHMENT 1
(09/30/95)                                                                Page 4





6.  Designate  a project  coordinator  to manage the  day-to-day  conduct of the
study, to interact with the Category B MAO laboratory or laboratories  providing
non-human  primate  samples  from the vaccine  study or studies,  and to provide
information on the status of the assay results to the Project Officer.

7.  Report  data  and  results  to NIAID or to a  designated  NIAID  contractor.
Printouts  of data and  verbal  reports  of the  status  of the  study are to be
provided  on an ongoing  basis  during the course of the study at the request of
the Project Officer,  in addition to the required periodic (quarterly and final)
written  reports  describing  the progress of the study,  and in addition to the
periodic electronic transfer of data described in item (6) above.


MAO Statement of Work                                               ATTACHMENT 1
(09/30/95)                                                                Page 5




          SUMMARY OF VACCINE STUDIES FOR WHICH ASSAYS WILL BE REQUIRED
          ------------------------------------------------------------

             (SECTION A:  IMMUNIZATION WITH HIV VACCINES AND CHALLENGE
              WITH SHIV)


VACCINE STUDY 4
- ---------------

Title:   Testing  of   Recombinant   Poxvirus/HIV   Together  with   Recombinant
Poxvirus/SIV Vaccines in the SHIV Model

Description:   Rhesus  monkeys  will  be  immunized  with  recombinant   vaccina
expressing HIV-1 env,  recombinant  vaccina expressing SIV non-envelope genes or
with both;  monkeys will be immunized with recombinant  fowlpox expressing HIV-1
env,  recombinant  fowlpox  expressing  SIV  non-envelope  genes,  or with both.
Immunized  monkeys will be boosted with purified  HIV-1 env protein  and/or with
SIV proteins. Monkeys will be challenged with a SHIV. The experiment is designed
to evaluate the contribution of env versus non-env immune responses in providing
protection from infection and to compare the efficacy of  vaccinia-based  versus
fowlpox-based vaccines when followed by a protein boost.

Number of monkeys:  48     (8 groups of 6)

Length of study:   18 months

Number of inoculations per animal:  5 immunizations plus 1 virus challenge

Number of bleeds per animal:  approximately 40


VACCINE STUDY 13
- ----------------

Title: Immunogenicity of a Soluble Oligomeric Form of the HIV-1 Envelope Protein

Description: Rhesus monkeys will be immunized with a purified oligomeric form of
the HIV-1  envelope  protein to determine if monkeys  will  generate  antibodies
(presumably to conformational epitopes of the oligomeric envelope) that are able
to  neutralize  genetically  divergent  strains  of HIV- 1.  Vaccines  based  on
monomeric  forms of the  HIV-1  envelope  generate  predominantly  type-specific
antibodies that  neutralize a limited range of HIV-1  isolates,  but preliminary
studies with the oligomeric form of the envelope  indicate that antibodies to it
may be more  broadly  reactive.  Animals  will be  challenged  with  SHIV  after
immunization  to determine the ability of the immune  response to the oligomeric
envelope to protect monkeys from infection.


MAO Statement of Work                                               ATTACHMENT 1
(09/30/95)                                                                Page 6






Number of monkeys:  36     (6 groups of 6)

Length of study:   24 months

Number of inoculations per animal:  5 immunizations plus 1 virus challenge


VACCINE STUDY 16
- ----------------

Title:  Evaluation of a Recombinant Semliki Forest Virus/HIV Vaccine

Description:  Rhesus  monkeys  will be immunized  with an avirulent  recombinant
Semliki Forest virus expressing HIV-1 envelope and SIV gag proteins. The monkeys
will be infected  with the virus,  which has a broad tissue  tropism,  by either
intramuscular,   intravenous,  subcutaneous,  or  mucosal  site  administration.
Animals will be  challenged  with SHIV to determine the efficacy of this vaccine
in protecting from virus infection.

Number of monkeys:  10  (5 groups of 2)

Length of study:  18 months

Number of inoculations per animal:  8 immunizations plus l virus challenge

MAO Statement of Work                                               ATTACHMENT 1
(09/30/95)                                                                Page 7