EXHIBIT 10.5

               AGREEMENT WITH RETIRED PERSONS SERVICES, INC.
    

   
                               [LETTERHEAD]


October 7, 1997



Vyrex Corporation
2159 Avenida de la Playa
La Jolla, CA 92037-3215

Attention: Sheldon Saul Hendler, Ph.D., M.D.

Re: MEMORANDUM OF UNDERSTANDING

Dear Shelly:

As consideration for the terms and conditions set forth below, Retired 
Persons Services, Inc. (hereinafter "RPS") is prepared to advance to Vyrex 
Corporation (hereinafter "Vyrex") the sum of one hundred thousand dollars 
($100,000.00) within sixty (60) days of the date of execution of this 
Memorandum of Understanding ("Memorandum"):

     1. Within 120 days after completion of a fully approved production 
        batch, but in no event later than 12 months thereafter, Vyrex (or any 
        subsidiary thereof) shall deliver to RPS $100,000.00 worth of the 
        following Vyrex nonprescription dietary supplement products: Heart 
        Health/Cholesterol Complex, and Vitality Complex, Bone/joint Health
        Complex, Prostate Health Complex, and Vitality Complex. Pricing of said
        products shall be mutually agreed upon within 120 days hereof or as 
        this time may be extended by RPS in its discretion.

     2. RPS shall have category distribution rights for the formulas set 
        forth above for a period of five years from the date hereof. For 
        purposes of this Memorandum, "category distribution rights" shall 
        mean the exclusive right to market the designated formulas within the 
        United States. Vyrex shall not directly sell or grant any third party 
        the right to sell any of the formulas designated above in the United 
        States for five years.

     3. RPS shall have a first right of refusal to acquire category 
        distribution rights to new nonprescription nutritional supplement 
        product formulations, excluding for example foods, as they are 
        developed by Vyrex, or any subsidiaries thereof.

    

   
Vyrex Corporation
Memorandum of Understanding
Page 2



     4. Vyrex will execute RPS' standard form Indemnity and Continuing 
        Guaranty copies of which are attached hereto.

     5. Vyrex may not use or cause to be used the RPS name or acronym or the 
        name AARP Pharmacy Service or the name or acronym of AARP or disclose 
        the existence of this Memorandum without the express advance written
        approval of RPS.

     6. RPS, in its discretion, may file notices of lien or financing 
        statements demonstrating its rights to the inventory referenced in
        Paragraph 1 above, and Vyrex will cooperate with RPS in effectuating 
        such filings.

Vyrex will return the $100,000.00 sum set forth above within thirty (30) days 
upon request from RPS if: (i) the terms of Paragraph 1 above are not 
satisfied within the time frame set forth therein or (ii) prior to the 
delivery of the products, as set forth in Paragraph 1 above, Dr. Hendler is 
no longer active in Vyrex business. Upon return of these funds, RPS will 
cancel any notice of lien and/or financing statement it may have filed and 
the parties shall no longer be bound by any term contained herein.

The confidentiality agreement executed by the parties continues in effect in 
accordance with its terms.



Agreed and Accepted:                        Agreed and Accepted:

VYREX CORPORATION                           RETIRED PERSONS SERVICES, INC.


By: /s/ Sheldon S. Hendler                  By: /s/ Brian S. Frid
   ------------------------------------        -------------------------------
   Sheldon S. Hendler, Ph.D., M.D.             Brian S. Frid
   Chairman and Chief Executive Officer        President


Date:  10/24/97                             Date:
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