SB-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM SB-2

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

IMMUNOSYN CORPORATION

(Name of Small Business Issuer in Its Charter)

Delaware	2836	20-5322896
(State or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer Identification
Incorporation or Organization)	Classification Code Number)	Number)

4225 Executive Square, Suite 260
La Jolla, California 92037
(858) 200-2320

(Address and Telephone Number of Principal Executive Offices)

4225 Executive Square, Suite 260
La Jolla, California 92037
(858) 200-2320

(Address of Principal Place of Business or Intended Principal Place of Business)

Douglas McClain, Jr.
4225 Executive Square, Suite 260
La Jolla, California 92037
(858) 200-2320

(Name, Address and Telephone Number of Agent for Service)

Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after this registration statement becomes effective.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of			Proposed Maximum	Proposed Maximum
Securities to be	Amount to be		Offering Price Per	Aggregate Offering	Amount of
Registered	registered		Share (1)	Price	Registration Fee
Common Stock, par value $0.0001 per share		272,000,000	$.05	$13,600,000	$1,455.20

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Prospectus

Subject to Completion, dated October 5, 2006

IMMUNOSYN CORPORATION

272,000,000 Shares of Common Stock

This prospectus relates to the sale of up to 272,000,000 shares of our common stock by the selling stockholders. The selling stockholders currently hold a total of 272,000,000 shares of our common stock. There is no minimum total number of shares which must be sold in this offering, no minimum price per share and no arrangements to place any of the proceeds of this offering in escrow. The offering will terminate upon the earlier of (i) the second anniversary of the date of this prospectus, (ii) the date on which all 272,000,000 shares have been sold, or (iii) the date on which the Company elects to terminate this offering. The shares will not be offered through an underwriter.

We will not receive any proceeds from the sale of our shares by the selling stockholders.

There is currently no trading market for Immunosyn’s securities.

INVESTING IN THE COMPANY’S COMMON STOCK INVOLVES SUBSTANTIAL RISKS, AND INVESTORS SHOULD NOT BUY THESE SHARES UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS” BEGINNING ON PAGE 3.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

	Price to the		Proceeds to Selling
	public	Selling Commissions	Stockholders
Per Share	$ .05	$-0-	$ .05
Total Amount (272,000,000 Shares)	$13,600,000	$-0-	$13,600,000

The shares offered hereby will be marketed directly through the selling stockholders, and no sales commissions or underwriting fees will be paid.

The Company is paying the expenses of the offering.

Immunosyn Corporation
4225 Executive Square, Suite 260
La Jolla, California 92037
(858) 200-2320

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		3
FORWARD LOOKING STATEMENTS		20
DESCRIPTION OF BUSINESS		22
FINANCIAL STATEMENTS		32
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		40
PLAN OF OPERATION		41
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS		43
ADVISORS AND CONSULTANTS		43
EXECUTIVE COMPENSATION		45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		46
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		48
DESCRIPTION OF SECURITIES		49
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		50
SELLING STOCKHOLDERS		51
PLAN OF DISTRIBUTION		53
USE OF PROCEEDS		55
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		56
INDEPENDENT PUBLIC ACCOUNTANTS		57
FURTHER INFORMATION		57
EX-3.1: CERTIFICATE OF INCORPORATION
EX-3.2: BYLAWS
EX-5.1: OPINION OF BROWN RAYSMAN MILLSTEIN FELDER & STEINER LLP
EX-10.1: LICENSE AGREEMENT
EX-10.2: FORM OF LOCK-UP AGREEMENT
EX-10.3: 2006 STOCK OPTION PLAN
EX-23.1: CONSENT OF MALONE & BAILEY, PC

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PROSPECTUS SUMMARY

     This summary does not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the section entitled “Risk Factors” beginning on page 3 and the financial statements in this prospectus, prior to making an investment decision.

About Immunosyn Corporation

     Immunosyn Corporation (“Immunosyn” or the “Company”) is a Delaware corporation headquartered in La Jolla, California that owns an exclusive worldwide license to market, distribute and sell a biopharmaceutical drug product, currently referred to as SF-1019, for treatment of Chronic Inflammatory Demyelinating Polyneuropathy (“CIDP”), diabetic neuropathy and diabetic ulcers, subject to receipt of appropriate regulatory approval in each jurisdiction where SF-1019 will be marketed. Under the terms of its exclusive license, the Company also holds a right of first offer to extend its license to include variants of SF-1019 that may be approved by various regulatory authorities for treatment of other diseases and pathologies.

     The exclusive license and right of first offer have been granted to Immunosyn by Argyll Biotechnologies, LLC (“Argyll Biotech”). Argyll Biotech is a closely-held Delaware limited liability company, headquartered in La Jolla, California, that owns and controls worldwide rights to SF-1019. SF-1019 has not been approved for human use in any jurisdiction. Argyll Biotech is preparing to conduct clinical trials, develop manufacturing protocols and, if possible, apply for regulatory approval of SF-1019’s use. Through a series of private investments, Argyll Biotech and its affiliates and other persons have provided the funding to bring SF-1019 from its inception to preliminary experimental research. Argyll Biotech intends to continue to manage and fund the process for research, product development, clinical testing and regulatory approval of SF-1019, including refinement for additional uses. SF-1019 is the first such product that Argyll Biotech hopes to bring into the marketplace through these efforts. Argyll Biotech received 147,000,000 shares of Common Stock of the Company for its license fee and it intends to sell such shares in this Offering.

     Immunosyn’s primary asset is its exclusive license from Argyll Biotech to market, distribute and sell SF-1019 for treatment of CIDP, diabetic neuropathy and diabetic ulcers. In addition to SF-1019, Argyll Biotech has licensed certain intellectual property developed by Professor Kenneth Willeford, Professor of Biochemistry and Molecular Biology, Mississippi State University. Argyll Biotech has also retained Professors Jonathan Heeney, Chairman, Department of Virology, BPRC, and Angus Dalgleish, Chair of Oncology, Gastroenterology and Endocrinology, St. George’s Hospital Medical School, who are both well known anti-viral researchers and immuno-pathology specialists, as its scientific advisors. We believe that the combined experience of all of Argyll Biotech’s scientific advisory board members should provide substantial guidance toward achieving approval of SF-1019 for marketing, distribution and sale to the target market.

     SF-1019 is an experimental extract from caprine (goat) serum containing a number of unique lipopeptide molecules. Argyll Biotech’s consultants first identified the precursor to SF-1019 in the mid-1990’s, which they believed to be an effective booster and modulator of an individual’s immune system. Subsequent research by such consultants revealed that the precursor to SF-1019 had potential efficacy in the regulation and normalization of an individual’s immune system response to multiple viral pathologies, including human immunodeficiency virus (“HIV”). Argyll Biotech intends to develop SF-1019 for treatment of diabetes and CIDP first and then other diseases, and Immunosyn will be responsible for commercializing SF-1019 when and as approval for such treatment is procured.

     Argyll Biotech is responsible for all research and product development, clinical testing, regulatory approvals, production and product support.

     Immunosyn’s exclusive license agreement with Argyll Biotech shall remain in full force and effect for as long as any patent coverage remains in place for SF-1019 in any country, which in most jurisdictions is generally for twenty (20) years from the date of filing. Either party may terminate the agreement only on account of an uncured material breach by the other party. Immunosyn may terminate the agreement if a non-rebuttable regulatory or patient safety issue is raised. Any fees paid prior to termination are non-refundable.

     Immunosyn is a development stage company that was incorporated in August 2006 in order to work as Argyll Biotech’s sales, marketing and distribution channel for SF-1019. Although Immunosyn cannot guarantee that Argyll Biotech will successfully conclude development of SF-1019, Immunosyn is hopeful that its initial product offering based on SF-1019 will be an effective and affordable treatment for the maintenance and enhancement of the quality of life for patients suffering from CIDP, diabetic neuropathy and diabetic ulcers.

     As a sales, marketing, and distribution channel for Argyll Biotech’s treatment for CIDP, diabetic neuropathy and diabetic ulcer treatments, Immunosyn’s primary business strategy is to build a sales and marketing force and related resources so that if and when SF-1019 is approved for human use it can be sold; and secondly, to increase awareness and acceptance of SF-1019 in the CIDP and diabetes treatment communities.

     As of the date of this prospectus, we have no revenue or operations. Our ability to obtain additional funding will determine our ability to continue as a going concern. We have one principal asset, our exclusive license from Argyll Biotech, and two part-time employees. We do not expect to commence full scale operations or generate revenues until Argyll Biotech completes development and obtains regulatory approval for SF-1019. Since incorporation, we have not made any significant purchases or sale of assets, nor have we been involved in any mergers, acquisitions or consolidations.

Summary of the Offering

     Immunosyn is currently authorized to issue 450,000,000 million shares, of which 425,000,000 shares are common stock, par value $0.0001 per share (“Common Stock”), and 25,000,000 shares are preferred stock, par value $0.0001 per share (“Preferred Stock”). As of September 30, 2006, 272,000,000 shares of Common Stock are issued and outstanding and no shares of Preferred Stock are issued and outstanding.

     Pursuant to the offering described in this prospectus, the selling stockholders intend to sell up to 272,000,000 shares of Common Stock to investors (the “Offering”).

     The Company will not receive any proceeds from the Offering.

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RISK FACTORS

     Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risk factors set forth in this prospectus, as well as other information we include in this prospectus. Although every effort has been made to anticipate possible risks, unforeseen conditions and unexpected events may arise, and this list may not be all-inclusive.

Risks Related to the Company’s Business

Our independent auditor has issued a going concern opinion which raises doubts about our ability to continue as a going concern.

     Our independent auditor has expressed doubt about our ability to continue as a going concern. Notes 2 to our financial statements includes an explanatory paragraph expressing doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to implement our business plan, raise capital and generate revenues.

Immunosyn or Argyll Biotech may not be able to secure financing, which in turn could affect Immunosyn’s and Argyll Biotech’s respective abilities to operate as a going concern.

     As of September 30, 2006, Argyll Biotech had an accumulated deficit of approximately $2,520,000 and a working capital deficit of approximately $$830,000. Argyll Biotech does not anticipate any revenues in the foreseeable future but continues to incur significant losses from operations. This raises substantial doubt about Argyll Biotech’s ability to continue as a going concern. Argyll will require substantial additional financing to bring SF-1019 to market. If adequate financing is not available to Argyll Biotech, it may be required to delay, scale back or eliminate some of its research and development programs or the proposed clinical trials of SF-1019, to relinquish rights to certain technologies or products or to license third parties to commercialize technologies and products that Immunosyn might otherwise seek to license. Argyll Biotech’s inability to obtain financing, if required, would have a material adverse effect on the value of its exclusive license and Immunosyn’s ability to develop its operations and implement its business plan.

Argyll Biotech and Immunosyn have no operating history, which makes it impossible to evaluate their business and to predict any future operating results.

     To date, Immunosyn’s founders and Argyll Biotech have been primarily engaged in organizational activities, including obtaining various consulting agreements for the development of products and technologies and developing and testing products. Immunosyn has not generated any revenues to date and does not anticipate generating any revenues until such time as SF-1019 is approved for distribution by applicable regulatory authorities. Accordingly, neither Argyll Biotech nor the Company has any operating history upon which an evaluation of their performance and prospects can be made.

Immunosyn expects to incur substantial losses for the foreseeable future and may never achieve profitability.

     Immunosyn anticipates that it will continue to incur significant operating losses for the foreseeable future. We may never generate revenues or achieve profitability and, if we ever achieve profitability, we may not be able to maintain profitability.

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Immunosyn and Argyll Biotech have no experience in completing development, obtaining regulatory approval or marketing a novel biopharmaceutical product and, to be successful, both organizations will need qualified personnel to complete development, successfully complete trials and launch SF-1019 in the marketplace.

     Both Argyll Biotech and Immunosyn are recently formed entities and, consequently, lack the requisite personnel, facilities, equipment or experience to execute their product development, testing, regulatory approval and marketing objectives. Argyll Biotech will be required to hire additional qualified scientific and technical personnel as well as personnel with expertise in clinical testing and government regulation, to expand various research and development programs and to pursue product development, regulatory approval and marketing plans. Immunosyn will also have to hire marketing and administrative personnel to promote its presence in the portion of the medical community that treats maladies associated with CIDP and diabetes. There is intense competition for qualified personnel in the areas of Argyll Biotech’s and the Company’s respective activities, and there can be no assurances that Argyll Biotech or the Company will be able to attract and retain the qualified personnel necessary for the development of its and their respective businesses.

     The Company and Argyll Biotech face competition for qualified individuals from numerous pharmaceutical and biotechnology companies, universities and research institutions. The failure to attract and retain key scientific, marketing and technical personnel would have a material adverse effect on the development of the Company’s and Argyll Biotech’s respective businesses and our and their abilities to develop, market and sell products.

Affiliates of the Company, including Argyll Biotech, are recipients of several subpoenas issued by the U.S. Securities and Exchange Commission to investigate their business practices and the offering of investments in the Company’s predecessor.

     Pursuant to a subpoena dated January 20, 2006 issued by the Securities and Exchange Commission (“SEC”) to an affiliate of Argyll Biotech in proceedings captioned In the Matter of Directors Financial Group, Ltd. and In The Matter of Prime Bank Securities, and pursuant to two subpoenas issued by the SEC to affiliates of Argyll Biotech on March 30, 2006 in a proceeding captioned In The Matter of The Argyll Group, LLC, the Company’s affiliates have been asked to produce all documents concerning a wide variety of topics including many related directly to a prior licensee, Nurovysn Merger Corporation. The Company’s affiliates are actively cooperating with the SEC and have produced documents responsive to these subpoenas. Although Immunosyn’s affiliates believe they have complied with the SEC’s subpoenas, there can be no assurance that the Company’s affiliates will not be found liable for one or more violations of law which could expose the Company’s affiliates, including Argyll Biotech, to liability for fines and penalties, as well as injunctive or other sanctions that might prohibit or restrict Argyll Biotech’s ability to proceed with financing its operations. Even if the Company’s affiliates are fully in compliance with all of their legal obligations, the existence of these proceedings may delay or otherwise negatively impact their ability to conduct their operations, including any future registration of their or the Company’s securities for an indefinite period of time. Furthermore, the existence of these proceedings may discourage future investors from acquiring the securities of the Company or Argyll Biotech.

SF-1019 has not been approved for any human use nor for treatment of any particular disease, and such approval may never be obtained.

     The Company is entirely dependent upon Argyll Biotech’s sole experimental drug, SF-1019, which has not been tested in any clinical trials. Argyll Biotech has no patent on SF-1019 and has not yet applied for regulatory approval of its use. Argyll Biotech and the Company cannot guarantee that SF-

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1019 will ever receive regulatory approval for the uses for which it may be licensed to Immunosyn, namely, treatment of CIDP, diabetic neuropathy and diabetic ulcers. No clinical trials have been conducted anywhere and following commencement of any clinical trials, completion and evaluation of those trials may not occur or a substantial period of time may elapse before Immunosyn has a product that may be sold and distributed for human use.

     Even if a new drug product is well along the path of a clinical trial and the trial is close to completion, regulatory authorities have the ability to shut down any trials due to safety, efficacy or other concerns; to request additional trials or data to verify results; or to force any portion or all of a trial to be repeated for any number of reasons. Any such action by the regulatory authorities or any delay of a clinical trial could materially and adversely affect the Company’s exclusive license from Argyll Biotech. Even if Argyll Biotech is successful in bringing SF-1019 into a clinical trial for treatment of CIDP, diabetic neuropathy or diabetic ulcers, there can be no assurances that those trials will successfully demonstrate that SF-1019 is efficacious against CIDP, diabetic neuropathy or diabetic ulcers. Unless and until the appropriate regulatory authority provides a final approval for the use of SF-1019 for treating CIDP, diabetic neuropathy or diabetic ulcers, the licensed rights will be of no value.

Immunosyn has been informed that Argyll Biotech is implementing controls to prevent unregulated use of SF-1019 and if Argyll Biotech is unable to do so or the FDA takes any action to prevent the export or experimental use of unapproved drugs such as SF-1019, the Company’s licensed rights will be of diminished or no value.

     Prior to Argyll Biotech’s development of SF-1019, caprine serum had been the subject of unregulated use by parties unrelated to Argyll Biotech and the Company. More recently, the Company has learned that research samples of SF-1019 have been used by several individuals in the United States and Mexico, and such uses have been publicized as “testimonials” on a shareholder’s web site. To the extent unapproved research samples of SF-1019 have been exported from the United States or used in the United States, the FDA may issue cease and desist letters and take other action to prevent any further export, use or promotion within the United States. Such actions by the FDA, if any, may delay or affect Argyll Biotech’s ability to obtain FDA approval for SF-1019 and will have a material adverse effect on the Company’s exclusive license from Argyll Biotech.

     As of the date of this prospectus, the Company has been informed that Argyll Biotech has taken steps to prevent any distribution or export of SF-1019 for unapproved human use in any country, including the United States. In addition, the Company has informed all of its shareholders to discontinue all further promotion of SF-1019 that does not comply with FDA regulations. The Company’s Board of Directors has assumed responsibility for coordinating these controls with Argyll Biotech and monitoring their implementation.

The Company depends on Argyll Biotech’s patent and proprietary rights to develop and protect technologies and products, which rights may not offer sufficient protection from infringement by third parties.

     Argyll Biotech has represented to Immunosyn that it has obtained from Mississippi State University (“MSU”) an exclusive license to U.S. patent application serial No. 10/825,603 (“Prophylactic and therapeutic benefits of a new class of immune stimulating peptides” or the “603 Application”) and pending foreign equivalents derived from the same application family. However, no patents have yet been issued to Argyll Biotech and there can be no assurances that any of these applications will ever be issued as a patent or patents. In addition, although it is the Company’s belief that the 603 Application, if issued as a patent, encompasses certain therapeutically active components which are included in SF-1019,

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it is unlikely that claims in the 603 Application, even if allowed, will provide any protection for the entire body of components contained within SF-1019.

     Argyll Biotech’s inability to protect its intellectual property through sufficient patent protection will adversely affect that Company’s ability to preserve exclusive rights to SF-1019 and other products, and other companies may be able to develop substantially similar technologies in competition with Argyll Biotech. If those other companies enter the marketplace with their own similar products, the value of Immunosyn’s exclusive license from Argyll Biotech will be substantially diminished.

     The pharmaceutical industry places considerable importance on obtaining patent and trade secret protection for new technologies, products and processes. The Company’s success will depend on Argyll Biotech’s ability to obtain and enforce protection under United States and foreign patent laws and other intellectual property laws for the products that the Company intends to market and distribute, to develop and preserve the confidentiality of trade secrets and to operate without infringing the proprietary rights of third parties.

     Neither Immunosyn nor Argyll Biotech can guarantee that any applications for additional patents will ever be filed or that, if filed, they will result in issued patents or that such patents, if issued, will provide adequate protection against competitors. Patents may not be issued from these applications and any rights granted thereunder may not provide Immunosyn or Argyll Biotech with competitive advantages. Immunosyn cannot guarantee that any patents that may be issued would survive an attack on their validity or that they will provide a competitive advantage over Argyll Biotech’s or Immunosyn’s competitors.

Immunosyn’s exclusive license from Argyll Biotech is the Company’s primary asset and the exclusive license agreement, including, without limitation, the fee established in that agreement, is between related entities and does not bear any relationship to established or traditional methods of valuing such fees and as such, may be unfair to the Company.

     Pursuant to our exclusive license agreement with Argyll Biotech, the Company issued 147,000,000 shares of Common Stock to Argyll Biotech at par value of $0.0001 per share in payment of the exclusive world-wide license rights to SF-1019 for a term that will last until expiration of the last patent covering SF-1019, if any, which in most jurisdictions is twenty years from the date of filing. To the extent the proceeds from Argyll Biotech’s sale of the Company stock in this Offering are insufficient to fund completion of product development and regulatory approval of SF-1019, the Company is obligated to pay Argyll Biotech a license fee equal to 3 ¹/2% of the Company’s net sales of SF-1019, in addition to the cost of product purchases from Argyll. The exclusive license agreement, including, without limitation, the fee established in that agreement, is between related entities, was not negotiated in an arms-length transaction, and does not bear any relationship to established or traditional methods of valuing such fees. No independent audit or verification of the license fee will be made to determine its fairness to Immunosyn.

Immunosyn’s inability or failure to pay any license fees when due will adversely affect the Company’s licensed rights, which will cause the Company to lose substantially all of its value.

     The Company’s inability or failure to pay any license fees when due will adversely affect the Company’s licensed rights. As those rights will be the Company’s primary asset, if the Company is unable to maintain those rights, the Company will lose substantially all of its value.

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Argyll Biotech may use the proceeds from this Offering of its shares for purposes other than the development and regulatory approval of SF-1019; the terms of Immunosyn’s exclusive license agreement do not provide the Company with any oversight or right to control Argyll Biotech’s use of such license fees.

     Argyll Biotech reserves the right to use the cash and other proceeds it receives from the sale of the Company’s stock received as payment of its license fee for purposes other than development and regulatory approval of SF-1019, including corporate purposes of its other affiliates. Furthermore, under the terms of the exclusive license agreement between Argyll Biotech and Immunosyn, the license fee was deemed earned by Argyll Biotech when Immunosyn issued its shares of Common Stock and non-refundable, regardless of the true cost of completing development and obtaining regulatory approval of SF-1019. The Company will have no right to control the proceeds received by Argyll Biotech from its sale of the Company’s stock, and the Company has no audit or other rights to require that all of these proceeds be applied solely to the development and regulatory approval of SF-1019. If the amount required to achieve these goals is less than the amount of the proceeds received from Argyll Biotech’s sale of the Company’s stock, the Company will not be entitled to any refund. In the event Argyll Biotech is unsuccessful in completing product development or obtaining regulatory approval, the Company has no right to make any claim with respect to Argyll Biotech’s use of the proceeds.

Argyll Biotech will be our sole supplier of SF-1019; the exclusive license agreement does not fix the purchase price the Company will pay to Argyll Biotech for manufacturing and supplying SF-1019 and Immunosyn may be unable to negotiate rights to distribute SF-1019 for uses other than CIDP, diabetic neuropathy and diabetic ulcers.

     In the event Argyll Biotech succeeds in obtaining regulatory approval for distribution and sale of SF-1019, Argyll Biotech will be the sole supplier of SF-1019 to the Company. In the event of any disruption in the manufacturing process of Argyll Biotech and its contractors, the Company will have no other source for purchasing SF-1019 and satisfying its customer commitments. Argyll Biotech will determine the purchase price for SF-1019 in its reasonable discretion based on its manufacturing costs, development expenses, overhead and customary industry mark-up. Furthermore, under the terms of the exclusive license agreement, the Company’s rights to distribute SF-1019 are limited to treatments forCIDP, diabetic neuropathy and diabetic ulcers. In the event Argyll Biotech develops additional applications for SF-1019, the Company will be entitled to a right of first offer to license those additional variations or uses of SF-1019 from Argyll Biotech. However, there is no assurance that the Company will be successful in negotiating an extension of its exclusive license to include any such variations or additional uses of SF-1019.

The safety and efficacy profiles for SF-1019 that emerge from controlled clinical trials may be substantially less favorable than in prior uncontrolled observations of SF-1019’s precursors which may materially and adversely affect our business.

     Argyll Biotech’s only data regarding the safety and efficacy of SF-1019 is based on uncontrolled observations of a precursor to SF-1019 among a small group of individuals, not SF-1019 itself. If and when formal and controlled clinical trials are conducted using SF-1019 over broad populations and geographic areas, it is possible that heretofore unknown adverse safety and unfavorable efficacy effects may be observed, in which case the Company’s ability to market SF-1019 for its intended use may be materially and substantially affected or eliminated. Moreover, formal clinical trials are expensive and Argyll Biotech may have severely underestimated the cost of conducting and concluding such trials. If the Company is unable to commence the marketing, distribution and sale of SF-1019 because formal clinical trials reveal adverse safety or lack of efficacy information, or if the clinical trials last longer or

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sustain substantially higher costs than are currently projected, the Company’s business will be severely and adversely diminished.

A decrease in the projected prices that Immunosyn may charge for SF-1019 and the level of third party reimbursement that Immunosyn may receive from third party payors may adversely impact our business.

     To the extent that SF-1019 becomes approved for distribution in the United States or in any foreign markets, Immunosyn’s ability to commercialize SF-1019 successfully will depend in part on the price Immunosyn may charge for that product and on the extent to which reimbursement for the cost of that product will be available from government health administration authorities, private health insurance and other third-party payers. Government officials and private health insurers are increasingly challenging the price of medical products and services. Significant uncertainty exists as to the pricing flexibility which distributors will have with respect to newly approved health care products as well as their reimbursement. There can be no assurance that the Company’s assumptions concerning product pricing will be achieved.

     Third-party payers may attempt to control costs further by selecting exclusive providers of their pharmaceuticals products. If third-party payers were to make this type of arrangement with one or more of Immunosyn’s competitors, those payers would not reimburse patients for purchasing SF-1019.

Argyll Biotech may not apply for or be successful in receiving orphan/special drug status on any products.

     Under the Orphan Drug Act, the United States Food and Drug Administration (“FDA”) may grant orphan drug designation to drugs intended to treat a rare disease or condition. A disease or condition that affects populations of fewer than 200,000 people in the United States generally constitutes a rare disease or condition. Argyll Biotech may seek orphan drug approval for certain aspects or treatment modalities of SF-1019 in an attempt to get SF-1019 into the marketplace more quickly. There can be no assurances that SF-1019 is entitled to orphan drug status, that Argyll Biotech will proceed with this strategy or that, if it does proceed, any orphan drug designation will be approved or authorized.

If Argyll Biotech fails to keep up with rapid technological change and evolving therapies, the proprietary technologies that form the substance of SF-1019 could become less competitive or obsolete.

     The pharmaceutical industry is characterized by rapid and significant technological change. Immunosyn expects that pharmaceutical technology will continue to develop rapidly and the Company’s future success will depend on Argyll Biotech’s ability to develop and maintain a competitive position. Technological development by others may result in products developed by Argyll Biotech or the Company, both branded or generic, becoming obsolete before they are marketed or before Immunosyn or Argyll Biotech recover any portion of their expenses incurred with respect to such product. Alternative therapies or new medical treatments could alter existing treatment regimes, and thereby reduce the need for one or more of the products developed by Argyll Biotech, which would adversely affect Immunosyn’s business.

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Many of Immunosyn’s competitors have substantially greater capabilities and resources and may be able to market products more effectively, which would limit Immunosyn’s ability to generate revenue and cash flow.

     Competition in Immunosyn’s industry is intense. Potential competitors in the United States and Europe are numerous and include pharmaceutical, chemical and biotechnology companies, most of which have substantially greater capital resources, marketing experience, research and development staffs and facilities than does Immunosyn. Among others, Eli Lilly & Company and Wyeth Pharmaceuticals, Inc. market antidepressants, and Pfizer, Inc. markets anticonvulsants that are prescribed for treating diabetic neuropathy. In addition, Daval International Limited, a UK company, is also testing a caprine serum product, called Aimspro, for treating multiple sclerosis and other neurological disorders

     Argyll Biotech intends to seek to limit potential sources of competition by developing products that are eligible for orphan drug designation and New Drug Application (“NDA”) approval or other forms of protection, but Argyll Biotech’s and Immunosyn’s competitors may develop similar technologies and products more rapidly or may market them more effectively. Competing technologies or products may be more effective than any of those that are being or will be developed by Argyll Biotech.

Immunosyn depends on Argyll Biotech and other third parties for clinical testing of SF-1019. Any disruption in such third party relationship could delay the Company’s ability to distribute and market products on a timely basis or at all.

     Neither Immunosyn nor Argyll Biotech currently has any internal product testing capabilities. Argyll Biotech’s inability to retain third parties for the clinical testing of products on acceptable terms, or at all, would adversely affect their ability to develop, distribute and market products. It will be Argyll Biotech’s responsibility to arrange for and supervise clinical testing. Any failures by third parties to adequately perform their responsibilities may delay the submission of products for regulatory approval, impair Immunosyn’s ability to deliver products on a timely basis or otherwise impair Immunosyn’s competitive position. The Company’s dependence on third parties for the development of products may adversely affect its potential profit margins and its ability to deliver products on a timely basis.

Argyll Biotech and Immunosyn depend on others to manufacture their products and any disruption in manufacturing could have a material adverse effect on our business.

     Argyll Biotech and Immunosyn have never manufactured any products and SF-1019 may not be suitable for commercial manufacturing in a cost-effective manner. Manufacturers of products developed by Argyll Biotech will be subject to current good manufacturing practices prescribed by the FDA and other rules and regulations prescribed by applicable regulatory authorities. Argyll Biotech may not be able to enter into or maintain relationships either domestically or abroad with manufacturers whose facilities and procedures comply or will continue to comply with current good manufacturing practices or applicable foreign requirements. Failure by a manufacturer to comply with current good manufacturing practices or applicable foreign requirements could result in significant time delays or Immunosyn’s inability to commercialize or continue to market a product and could have a material adverse effect on Immunosyn’s sales of products and, therefore, its cash flow.

     In the United States, failure to comply with current good manufacturing practices or other applicable legal requirements can lead to federal seizure of violating products, injunctive actions brought by the federal government and potential criminal and civil liability on part of a company and its officers

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and employees. Argyll Biotech’s or Immunosyn’s failure to satisfy any of these legal requirements prior to attempting to market or distribute any products will place the Company and its resources and assets at substantial risk.

Immunosyn has limited sales and marketing capability and may not be successful in selling or marketing any products.

     Immunosyn currently has no sales and marketing capability. The creation of infrastructure to commercialize medical products is a difficult, expensive and time-consuming process. Immunosyn may not be able to establish direct or indirect sales and distribution capabilities anywhere in the world or be successful in gaining market acceptance for any products, including SF-1019.

Some of the concepts that are inherent in Argyll Biotech’s technologies have been known, in various forms, for several years, and at least one other party is developing similar drug products based on those concepts which, if approved for human use, may adversely affect Immunosyn’s exclusive license from Argyll Biotech.

     Some of the basic biochemistry behind SF-1019, specifically the concept of using extracts from caprine serum, is in the public domain. Because the basic biochemistry may be in the public domain, third parties may be developing similar technologies and techniques, which would compete with SF-1019. Argyll Biotech is aware of at least one potential competitor, Daval International Limited, which is developing and/or marketing a product extracted from caprine serum in the United Kingdom. Neither Argyll Biotech nor Immunosyn can determine whether any other entities have made similar progress with this biochemistry or if another competitor is currently poised to enter the market with a competing product. In the event that this does occur, the value of Immunosyn’s exclusive license from Argyll Biotech may be severely diminished.

Third parties may assert claims against Argyll Biotech and the Company for infringement of patents and other intellectual property rights, which could harm our business.

     Parties not affiliated with either Immunosyn or Argyll Biotech have obtained or may obtain United States or foreign patents or possess or may possess proprietary rights relating to products being developed or to be developed by Immunosyn or Argyll Biotech. Patents now in existence or hereafter issued to others may adversely affect the development or commercialization of products developed or to be developed by Immunosyn or Argyll Biotech. Further, Immunosyn’s or Argyll Biotech’s activities may infringe patents owned by others. Under its exclusive license agreement, Argyll Biotech is obligated to defend Immunosyn against charges of infringement that refer, relate or pertain to Immunosyn’s marketing, sale and distribution of SF-1019. Immunosyn and Argyll Biotech could incur substantial costs in defending infringement suits brought against them or in asserting any infringement claims against others, which they may not have the funds or insurance to cover.

     The concept of using extracts from caprine serum to treat Acquired Immune Deficiency Syndrome (AIDS), as well as other diseases, was pioneered by Dr. Gary R. Davis. A number of applications and provisional applications for patents have been filed on his behalf, including at least two provisional applications whose status as of the date of this prospectus is undetermined. Dr. Davis has executed a Technology Assignment Agreement in favor of Argyll Biotech that purportedly transfers all of his rights in his intellectual property related to the development of treatments for AIDS. However, Argyll Biotech is also aware of previous assignments by Dr. Davis to third parties covering his intellectual property, and Argyll Biotech has not determined to what extent those assignments conflict with or render Dr. Davis’ agreement with Argyll Biotech invalid.

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     Argyll Biotech is aware of the existence of several pending patent applications by a prospective competitor based on work previously conducted by some of Argyll Biotech’s scientific consultants. It is the Company’s belief that the invention disclosed in the 603 Application licensed by Argyll Biotech is different from what is described in these disclosures, regardless of whether these disclosures describe patentable inventions. As of the date of this prospectus, Argyll Biotech has not received an opinion of non-infringement with respect to these patent claims nor has any analysis been conducted to determine whether any of these disclosures, or the prior work by Dr. Davis, cover Argyll Biotech’s development, manufacture or sale of SF-1019.

     On or about July 27, 2006, Daval International Limited, a UK corporation (“Daval”), filed suit in the High Court of Justice, Chancery Division in London, England against Argyll Biotech and five of Argyll Biotech’s research scientists and others, including Douglas McClain, Sr., seeking an injunction and damages or an account of profits based on allegations of breach by the scientists and Mr. McClain of confidentiality agreements with Daval, breaches by such persons of their fiduciary duties and conspiracy by Argyll Biotech and certain of its shareholders to wrongfully disclose and use Daval’s trade secrets. Argyll Biotech is investigating the merits of the suit and the basis of its defenses including, among other grounds, that one of the active ingredients in SF-1019 disclosed in Argyll Biotech’s 603 Application is based on independent research by Argyll Biotech’s research scientists, and the method of producing SF-1019 is materially different from Daval’s process. Immunosyn is not involved in this litigation.

     Immunosyn could incur substantial costs in connection with any suits relating to matters for which it may agree to indemnify Argyll Biotech. An adverse outcome in any litigation could have a material adverse effect on Immunosyn’s ability to market and distribute products or on Argyll Biotech to utilize relevant patents in the future. In addition, Argyll Biotech or Immunosyn could be required to obtain licenses under patents or other proprietary rights of third parties. These licenses may not be made available on terms acceptable to Argyll Biotech and Immunosyn, or at all. If Argyll Biotech or Immunosyn is required to, and does not obtain any required licenses, Argyll Biotech or Immunosyn could be prevented from, or encounter delays in, developing, manufacturing or marketing SF-1019 or other products.

SF-1019 and other products which may be marketed and distributed by the Company may be subject to recall which would likely harm our business.

     If SF-1019 is approved for distribution and Immunosyn is successful in marketing SF-1019, product recalls may be issued at Immunosyn’s or Argyll Biotech’s discretion or by the FDA, the Federal Trade Commission or other government agencies having regulatory authority over distribution and sales of pharmaceutical products. The Company’s products may need to be recalled due to disputed labeling claims, manufacturing issues, quality defects, or other reasons. Under its exclusive license agreement, Argyll Biotech is responsible for costs and activities relating to any recall of SF-1019, and must defend, indemnify and hold Immunosyn harmless for, from and against damages associated with those recalls. Product recalls, if any in the future, may harm Argyll Biotech and Immunosyn’s reputations and cause Argyll Biotech and Immunosyn to lose opportunities or customers, or force Argyll Biotech and Immunosyn to pay refunds. Immunosyn does not carry any insurance to cover the risk of potential product recall. Any product recall will have a material adverse affect on Argyll Biotech and Immunosyn, their prospects, financial condition and results of operations.

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Argyll Biotech and Immunosyn may face exposure from product liability claims and product liability insurance may not be available or may not be sufficient to cover the costs of liability claims related to their technologies or products.

     If Immunosyn has a product in distribution, Argyll Biotech and Immunosyn will face exposure to product liability claims if the use of SF-1019 is alleged to have resulted in adverse effects to users of such products related to those technologies. Product liability claims may also be brought by clinical trial participants, although to date, no such claims have been brought against Argyll Biotech and neither Argyll Biotech nor Immunosyn have any knowledge of any such pending claims. If any such claims were brought against Immunosyn or Argyll Biotech, the cost of defending such claims may adversely affect Immunosyn’s or Argyll Biotech’s business.

     Regulatory approval for commercial sale of SF-1019 or any other products that the Company intends to market and distribute does not mitigate product liability risks. Any precautions that Argyll Biotech or Immunosyn takes may not be sufficient to avoid significant product liability exposure. Although Argyll Biotech anticipates obtaining product liability and clinical trials insurance on their technologies and products at levels with which their management deems reasonable, no assurance can be given that this insurance will cover any particular claim or that Argyll Biotech has or will have obtained an appropriate level of liability insurance coverage for development activities.

     If SF-1019 is brought to market, Argyll Biotech and Immunosyn intend to seek up to $3 million per year, claims-made product liability insurance coverage. However, such coverage may not be adequate. In the future, adequate insurance coverage or indemnification by collaborative partners may not be available in sufficient amounts, or at acceptable costs, if at all.

     To the extent that product liability insurance, if available, does not cover potential claims, Argyll Biotech and Immunosyn will be required to self-insure the risks associated with those claims. The successful assertion of an uninsured product liability or other claim against Argyll Biotech or Immunosyn could limit their ability to market and distribute any products or could cause monetary damages. In addition, future product labeling may include disclosure of additional adverse effects, precautions and contra indications, which may adversely impact product sales.

If Argyll Biotech loses key management or scientific staff, or if Immunosyn or Argyll Biotech are unable to protect their respective rights in their trade secrets, the Company’s business will suffer.

     Immunosyn is entirely dependent on Argyll Biotech’s scientific consultants for continuation and completion of all testing and development of SF-1019. Argyll Biotech’s scientific consultants and advisory staff members have accepted profit and incentive packages and formal consulting arrangements have been either accepted or are under negotiation. Such persons maintain positions of management and are responsible for all drug development activities relating to SF-1019 and have been instrumental in the development and maintenance of key relationships within the scientific research and medical communities as well as with inventors, co-development partners and others. Nonetheless, Immunosyn has no management or other control over those persons or any of their activities, and their failure to accomplish any goals established for Argyll Biotech or Immunosyn will substantially and adversely affect Immunosyn’s business prospects.

     Immunosyn and Argyll Biotech also rely upon the maintenance of trade secret protection for confidential and proprietary information. Others may independently develop substantially equivalent proprietary information and techniques or gain access to both our trade secrets or disclose Argyll Biotech’s proprietary technology. Immunosyn and Argyll Biotech may not be able to meaningfully

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protect their trade secrets, which could limit Immunosyn’s ability to benefit from its exclusive license to market and distribute SF-1019 for its intended uses.

     Immunosyn requires, and has been informed that Argyll Biotech requires, their respective employees, consultants, members of the scientific advisory board and parties to collaborative agreements to execute confidentiality agreements upon the commencement of employment or consulting relationships. These agreements may not provide meaningful protection of relevant trade secrets or adequate remedies in the event of unauthorized use or disclosures of confidential and proprietary information.

The Company’s management and internal systems might be inadequate to handle its potential growth.

     The Company’s success will depend in significant part on the development of its operations and the effective management of growth. Any growth will place a significant strain on the Company’s systems and resources. To manage future growth, the Company’s management must build operational and financial systems and expand, train, retain and manage its employee base. The Company’s management may not be able to manage its growth effectively if its systems, procedures, controls and resources are inadequate to support operations. In such case, the Company’s expansion would be halted or delayed and the Company may lose its opportunity to gain significant market share or the timing with which it would otherwise gain significant market share. Any inability to manage growth effectively may harm the Company’s ability to institute its current or any subsequent business plans. The strain on the Company’s systems, procedures, controls and resources is further heightened by the fact that its executive office and the operational development facilities of Argyll Biotech are located in separate time zones, namely, San Diego, California, Hardwick, Massachusetts, and London, England.

To the extent that Argyll Biotech and the Company have international operations, it will be subject to risks associated with conducting business in foreign countries.

     The Company expects to have rights to market, distribute and sell SF-1019 in territories outside of the United States to the extent that SF-1019 will be approved by local regulatory authorities for distribution in such territories. To the extent that it develops these international operations, the Company and Argyll Biotech will be subject to the risks of conducting business in foreign countries including:

• difficulty in establishing or managing distribution relationships;

• different standards for the development, use, packaging, pricing and marketing of products and technologies;

• inability to locate qualified local employees, partners, distributors and suppliers;

• the potential burden of complying with a variety of foreign laws, trade standards and regulatory requirements, including the regulations of pharmaceutical products and treatment and foreign intellectual property laws and regulations; and

• general geopolitical risks, such a political and economic instability, changes in diplomatic and trade relations, and foreign currency risks.

     The Company does not expect to engage in forward currency transactions, which means that the Company may be susceptible to fluctuations in the U.S. dollar against foreign currencies.

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Clinical trials for SF-1019 will be expensive and time consuming, and their outcome is uncertain. Any delay or other factor which negatively affects Argyll Biotech’s ability to fund clinical trials will adversely affect the Company’s operations and revenues.

     Before obtaining regulatory approval for the commercial sale of a product, Argyll Biotech must demonstrate through pre-clinical testing and clinical trials that SF-1019 is safe and effective for use in humans. Conducting clinical trials is a lengthy, time-consuming and expensive process. The proceeds received by Argyll Biotech from sale of the Common Stock issued by Immunosyn in payment for the exclusive license are anticipated to pay only a minor part of these expenses, and it is almost certain that those proceeds will not be adequate to cover the entire amount of testing and trials that will be required. In addition, we cannot assure that such license fees will be utilized to pay for clinical trials for SF-1019. In addition, regulatory authorities may require additional clinical trials, which could result in increased costs and significant development delays.

     Completion of clinical trials for any product, including SF-1019, will generally take several years or more. The length of time varies substantially according to the type, complexity, novelty and intended use of the product candidate. Argyll Biotech’s commencement and rate of completion of clinical trials may be delayed or affected by many factors, including:

• inability of vendors to manufacture sufficient quantities of materials for use in clinical trials;

• slower than expected rate of patient recruitment of variability in the number and types of patients in a study;

• inability to adequately follow patients after treatment;

• safety issues, side effects or other adverse effects;

• lack of efficacy during the clinical trials; and

• government or regulatory delays.

     Any delay in the commencement or completion of testing and trials will result in additional delays in Immunosyn’s ability to market and distribute SF-1019, which will adversely affect Immunosyn’s ability to generate any revenues.

SF-1019 or its variants may never be successfully commercialized.

     SF-1019 or its variants are not expected to be available for sale for at least two years, if at all. Potential products that appear to be promising at early stages of development may not reach the market for a number of reasons, including:

• discovery during pre-clinical testing or clinical trials that the products are ineffective or cause harmful side effects;

• failure to receive necessary regulatory approvals;

• inability to manufacture on a large or economically feasible scale;

• failure to achieve market acceptance; and

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• preclusion from commercialization due to proprietary rights of third parties.

     Any products and technologies, including SF-1019, developed by Argyll Biotech will require extensive additional development, including pre-clinical testing and clinical trials, as well as regulatory approvals, prior to commercialization. Argyll Biotech’s product development efforts may not be successful; may fail to receive required regulatory approvals from U.S. or foreign authorities for any indication; and any products, if introduced, may not be capable of being produced in commercial quantities at reasonable costs or being successfully marketed. The failure of Argyll Biotech’s research and development activities to result in any commercially viable products or technologies would materially adversely affect Immunosyn’s future prospects, as those prospects are linked entirely to Argyll Biotech’s success through the exclusive license between the two companies.

The industry in which we operate is subject to extensive government regulation and SF-1019 require regulatory approvals, which makes it more expensive for us and Argyll Biotech to operate our businesses.

     Virtually all aspects of Immunosyn’s and Argyll Biotech’s business are regulated by federal and state statutes and governmental agencies in the United States and other countries. Failure to comply with applicable statutes and government regulations could have a material adverse affect on Immunosyn’s and Argyll Biotech’s ability to develop and sell SF-1019, which will have a negative impact on Immunosyn’s cash flow. The development, testing, manufacturing, processing, quality, safety, efficacy, packaging, labeling, record-keeping, distribution, storage and advertising of pharmaceutical products, and disposal of waste products arising from these activities, are subject to regulation by one or more federal agencies. These activities are also regulated by similar state and local agencies and equivalent foreign authorities. Even if regulatory approval is obtained, a marketed product, its manufacturer and its manufacturing facilities are subject to continual review and periodic inspections. Subsequent discovery of previously unknown problems with a product, manufacturer or facility may result in restrictions on the product or manufacturer, including withdrawal of the product from the market.

     The regulatory requirements applicable to any product may be modified in the future. Immunosyn cannot determine what effect changes in regulations or statutes or legal interpretations may have on its or Argyll Biotech’s business in the future. Regulatory changes could require modifications to manufacturing methods, expanded or different labeling, the recall, replacement or discontinuation of certain products, additional record keeping and expanded documentation of the properties of certain products and scientific substantiation. Any changes or new legislation could have a material adverse effect on Argyll Biotech’s or Immunosyn’s ability to develop and sell SF-1019 and therefore, generate revenue and cash flow.

     Even after Argyll Biotech expends substantial resources on research, clinical development and the preparation and processing of regulatory applications, it may not be able to obtain regulatory approval for any of the products that Immunosyn intends to license from it. Moreover, regulatory approval for marketing a proposed pharmaceutical product in any jurisdiction may not result in similar approval in other jurisdictions. The failure to obtain and maintain regulatory approvals for SF-1019 would have a material adverse effect on Immunosyn’s ability to distribute and sell products and, therefore, generate revenue and cash flow.

Risks Related to the Offering

The Offering Price and other terms of this Offering have been arbitrarily determined.

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     The offering price of the Common Stock in this Offering was arbitrarily determined. Such offering price otherwise has no relationship to the Company’s assets, its book value or any other established criterion of value, and may not be indicative of the fair market value of the Company’s Common Stock. In the event the Company creates a market for publicly trading its shares, the ultimate trading price of the Company’s Common Stock may be substantially higher or lower than the price that an investor will pay in this Offering.

The offering price of the Common Stock may not be indicative of future market prices, to the extent that such a public market ever develops.

     To the extent that a public market ever develops for our Common Stock, such market may not perceive the offering price as being representative of the fair value of the Company’s Common Stock, in which case investors may not be able to sell their Common Stock at or above the offering price, which will result in a loss of a portion or all of the investor’s investment. The Company anticipates that the market price, if a market ever develops, of its shares will fluctuate significantly in response to numerous factors, many of which are beyond the control of the Company, including, without limitation:

• the announcement of new products or product enhancements by the Company’s competitors;

• intellectual property developments and regulatory approvals;

• quarterly variations in the Company’s and its competitors’ results of operation;

• changes in earnings estimates or recommendations by securities analysts;

• developments in the medical community for treatment of CIDP, diabetic neuropathy and/or diabetic ulcers; and

• general market conditions and other factors, including factors wholly unrelated to the Company’s own operations or performance.

     To the extent that the Company does create a market for publicly trading its Common Stock, the Company anticipates that, at least initially, its Common Stock may be quoted on the OTC Bulletin Board or the “Pink Sheets,” and the stock market and the securities of companies that are traded in this manner are prone to extreme price fluctuations, which could further substantially depress the value of the Common Stock. The price volatility of the Common Stock and the downward pressure on its price may be intensified to the extent that the trading volume of the Common Stock will be low.

There is not now nor may there ever be an active market for the Company’s Common Stock.

     There is currently no market at all for the Company’s Common Stock. Further, although the Company anticipates that its Common Stock will be quoted on the OTC Bulletin Board, or the “Pink Sheets,” the Company expects that trading on either of those exchanges will be light or sporadic at best. At any given time, several days or weeks may elapse with no trading whatsoever of the Common Stock. The Company is providing no assurances of any kind or nature whatsoever that an active market for its Common Stock will ever develop. Investors who purchase shares in this Offering should understand that there may be no alternative exit strategy for them to recover or liquidate their investments in the Common Stock. Accordingly, investors must be prepared to bear the entire economic risk of an investment in the Common Stock for an indefinite period of time.

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     Additional uncertainty will be experienced with respect to the price of the Common Stock because the Company is a biotechnology entity and the market price of the securities of biotechnology companies is especially volatile.

     If the Company’s operations do not develop and its revenues do not grow or grow more slowly than the Company anticipates, if operating or capital expenditures exceed the Company’s expectations and cannot be adjusted accordingly or if some other event adversely affects the Company, the market price of its Common Stock will decline.

Upon completion of this Offering, the Company will become subject to the reporting requirements of the United States securities laws, which will require additional expenditure of capital and other resources.

     Upon completion of this Offering, the Company will become a public reporting company and will be subject to the information and reporting requirements of the Securities Exchange Act of 1934 and other federal securities laws, including the Sarbanes-Oxley Act (“Sarbanes”). The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders will cause the Company’s expenses to be substantially higher than they would otherwise be if the Company were privately-held or otherwise retained its status as a non-reporting public company. It will be costly, and time-consuming for the Company to develop and implement internal controls and reporting procedures required by Sarbanes, and the Company will require additional staff and third-party assistance to develop and implement appropriate internal controls and procedures. If the Company fails to or is unable to comply with Sarbanes, it may not be able to obtain independent accountant certifications concerning internal controls at the time it is required by Sarbanes.

Even if the Company were to become an OTC Bulletin Board or “Pink Sheet” Company, it may not be able to attract the attention of major brokerage firms or securities analysts.

     Security analysts and major brokerage houses may not provide coverage of the Company, given that its anticipated OTC Bulletin Board or “Pink Sheet” status would provide little or no incentive to recommend the purchase of its Common Stock. The Company may also not be able to attract any brokerage houses to conduct secondary offerings and other capital raising transactions with respect to its securities. The Company’s business and ability to continue as a going concern would be adversely affected if it is unable to raise funds.

Immunosyn is making no representations and is providing no assurances that its Common Stock will become listed on the American Stock Exchange, NASDAQ or any other securities exchange.

     The Company anticipates that it may in the future seek to list its Common Stock on the American Stock Exchange or NASDAQ. The Company is making no representations nor providing any assurances that it will be able to meet the initial listing standards of either of those or any other stock exchange. Prior to the listing of the Company’s stock on any stock exchange, the Company expects that its non-restricted free trading Common Stock will be eligible to trade on the OTC Bulletin Board or on the “Pink Sheets”. The investors may find it difficult to dispose of shares or to obtain accurate quotations as to the market value of the Common Stock when it is trading there. In addition, the Company will be subject to an SEC rule (Rule 15c2-11) (the so-called penny stock rules) that imposes various requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. The requirement that broker-dealers comply with this rule will deter broker-dealers from recommending or selling the Company’s Common Stock, thus further adversely affecting the

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liquidity and share price of the Common Stock, as well as the Company’s ability to raise additional capital.

Immunosyn has never paid dividends and has no plans to pay dividends at any time in the near or distant future.

     Immunosyn has never paid dividends on its capital stock, and the Company does not anticipate paying any dividends for the foreseeable or distant future. The Company’s present business plan does not include, for the foreseeable future and beyond, any payments of dividends to stockholders. Stockholders’ sole strategy for any return on their investments will be the potential for the increase in the value of their stock and the possibility of liquidating their stock positions.

You will experience immediate and substantial dilution if the Company obtains additional financing.

     If the Company obtains additional financing, that financing will have a dilutive effect on the holders of the Company’s securities.

     The Company has adopted an employee stock option plan, an incentive cash, stock and stock option plan under which the Company’s officers, directors, consultants, and employees will be eligible to receive, in relevant part, either securities or stock options exercisable for the Company’s securities at exercise prices that may be equal to or lower than the offering price in this offering. The Company has reserved five million (5,000,000) shares of Common Stock for issuance under these plans. Stock and stock option grants under such plans will further dilute the value of the Company’s securities and the investors’ equity position in the Company.

Immunosyn and Argyll Biotech will need to raise additional capital in order to achieve their long-term goals, but as yet they have not identified any sources for such capital.

     Under the exclusive license agreement, the Company has issued 147,000,000 shares of Common Stock to Argyll Biotech, which Argyll Biotech intends to sell in this Offering. Argyll Biotech has informed us that it intends to use the proceeds it receives from the sale of the Company’s Stock for its corporate purposes and those of its affiliates, including development and regulatory approval of SF-1019. Immunosyn has no control over how Argyll Biotech will manage or allocate those funds, and Argyll Biotech’s management and allocation decisions may not make the most efficient use of those funds.

     In the event Argyll Biotech fails to raise sufficient funds from the sale of the Company’s Stock, Argyll Biotech will need to raise additional funds to complete its development and obtain regulatory approval of SF-1019. Argyll Biotech has not identified sources for additional financing, and Argyll Biotech may be unable to raise sufficient funds on terms that are acceptable to Argyll Biotech, or at all. If those funds are not raised by Argyll Biotech on a timely basis, the development of SF-1019 will be delayed, and the scope of the Company’s operations will be substantially curtailed or completely eliminated.

     The Company is not selling any Common Stock in this Offering and will not receive any of the proceeds. Consequently, the Company will need to conduct public or private offerings at appropriate times in the future to raise money for its operations as Argyll Biotech approaches completion of regulatory approval to commence marketing of SF-1019.

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Our corporate charter contains authorized, unissued “blank check” preferred stock which can be issued without stockholder approval with the effect of diluting then current stockholder interests and discouraging, delaying or preventing a change in control of the Company.

     Our certificate of incorporation authorizes the issuance of up to 25,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without stockholder approval, to issue one or more series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our common stockholders. Furthermore, the issuance of a series of preferred stock could be used as a method of discouraging, delaying or preventing a change in control.

Any of the above-identified risks, even if borne out only partially and not fully, will adversely affect Immunosyn’s business, its financial condition and its operating results. If any of the events we have identified occur, in whole or in part, the value of our Common Stock will likely decline, and an investor will lose all or part of the funds paid to acquire the Common Stock described in this prospectus with no opportunity to regain any portion of those funds in return.

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FORWARD LOOKING STATEMENTS

     This prospectus includes forward-looking statements. You can identify these forward-looking statements when you see us using words such as “expect,” “anticipate,” “estimate,” “believe,” “intend,” “may,” “predict,” and other similar expressions. These forward looking statements cover, among other items:

• our future capital needs;

• our expectations about Argyll Biotech’s ability to complete development of SF-1019;

• our expectations about the FDA and other regulatory approval processes that will be required for SF-1019;

• our expectations about reimbursement of our products by third party payors;

• our expectations about the future performance of the products that Argyll Biotech is developing;

• our expectations about acceptance in the market of the products Argyll Biotech is developing;

• our expectations about the ability of SF-1019 to compete in the market;

• our marketing and sales plans; and

• our expectations about our financial performance.

     We have based these forward-looking statements largely on our current expectations. However, forward-looking statements are subject to a number of risks and uncertainties, certain of which are beyond our control. Actual results could differ materially from those anticipated as a result of the factors described under “Risk Factors” including, among others:

• problems that Argyll Biotech may face in successfully completing SF-1019;

• our inability to raise additional capital when needed;

• uncertainty of acceptance of SF-1019 in the market;

• reluctance or unwillingness of laboratories and physicians to accept SF-1019;

• refusal of insurance companies and other third party payors to reimburse patients, clinicians and laboratories for SF-1019;

• problems that we may face in marketing and selling SF-1019;

• the possibility that we may not be able to compete with established companies;

• the lack of experienced management including development, clinical, marketing and other personnel;

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• delays in obtaining, or Argyll Biotech’s inability to obtain, approval by the FDA or foreign regulatory authorities for SF-1019;

• problems for Argyll Biotech in acquiring and protecting intellectual property important to our business through patents, licenses and other agreements;

• our and Argyll Biotech’s ability to successfully defend claims that SF-1019 may infringe the intellectual property rights of others;

• problems that we and Argyll Biotech may face in obtaining product liability insurance or defending product liability claims;

• problems that Argyll Biotech may face in manufacturing SF-1019 and we may face distributing SF-1019; and

• the risks we face in potential international markets.

     We do not undertake any obligation to publicly update or revise any forward-looking statements contained in this prospectus or incorporated by reference, whether as a result of new information, future events or otherwise. Because of these risks and uncertainties, the forward-looking statements and circumstances discussed in this prospectus might not transpire.

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DESCRIPTION OF BUSINESS

Background and History

     Immunosyn is a development stage company that was incorporated in August 2006 and its primary objective is to market and distribute SF-1019 throughout the world for treatment of medical conditions related to CIDP, diabetic neuropathy and diabetic ulcers. Immunosyn’s core strategy will be to market awareness and acceptance of SF-1019 as the preferred treatment for these diseases, building efficient sales and distribution channels for the product’s delivery and diligent post sales support.

     Argyll Biotech is the owner of SF-1019 and the party responsible for its development and clinical testing, obtaining regulatory approval for its sale and distribution and the sole source for its supply to Immunosyn. Argyll Biotech was formed after several years of investment in experimentation and studies of SF-1019 to evaluate its viability for treatment of diabetes related conditions.

     CIDP is a neurological disorder characterized by slowly progressive weakness and a loss of sensation in the legs and arms. CIDP is more common in young adults, and it affects men more than women. Symptoms include tingling or numbness (beginning in the toes and fingers); weakness of the arms and legs; aching pain in the muscles; loss of deep tendon reflexes; fatigue; and abnormal sensation. CIDP is similar to Guillain-Barré-Strohl-Landry syndrome, which appears suddenly and generally improves spontaneously. Although CIDP was once called “chronic Guillain-Barré syndrome,” it is now regarded as a related, but distinct condition. The course of CIDP varies widely among individuals. Some may have a bout of CIDP followed by spontaneous recovery, while others may have many bouts with partial recovery in between relapses.

     Diabetes mellitus refers to a family of diseases featuring high glucose levels caused by the body’s inability to produce and/or utilize insulin. According to the U.S. National Diabetes Information Clearinghouse, the 2005 estimate of prevalence or total number of cases of diabetes in adults is 20.8 million, with 14.6 million diagnosed cases and an additional 6.2 million undiagnosed cases (http://www.ndep.nih.gov/diabetes/pubs/FS_GenSnapshot.pdf). According to the same source, the 2005 incidence, or number of new cases, is 1.5 million.

     One of the most severe complications of diabetes is lower-limb amputation, which is caused by diabetic ulcers. These ulcers form as a result of diabetic neuropathy, or peripheral neuropathy, a nervous system disease evident in 60% of diabetic patients (Caring For Diabetes Educational Forum; http://www.caringfordiabetes.com/T&P/MicroComplications/T_P_Neuropathy.cfm). According to the National Diabetes Education Program, diabetic neuropathy causes micro-vascular damage that can result in loss of protective sensation in the feet, poor circulation and foot ulcers.

     We believe that SF-1019 is a new category of drug that may be characterized as an “Immunomodulator.” Many disease pathologies that affect individuals are the result of an over-active immune system. Specifically, when a viral agent begins to adversely affect an individual’s cells, the immune system frequently becomes overactive, which destroys the viral agent but also injures surrounding healthy cell structures. Other disease pathologies suppress an individual’s immune system, which allows other diseases and agents to kill healthy cells. We believe that SF-1019 regulates an individual’s immune system to prevent it from both over-reacting and under-reacting to a viral invasion of an individual’s body systems.

     We believe that SF-1019 contains a number of unique lipopeptide molecules which neutralize viral pathogens and their inhibitory properties by activation of a cytokine system. This, in turn,

22

enhances an individual’s cell mediated immunity and augments the individual’s humoral immune system by eliminating negative inhibitory cytokine factors and eliminates pathogenic free-floating organisms, while simultaneously sparing normal and healthy cells.

     Argyll Biotech’s core objective is the continued development of SF-1019 and its cognates and variants for treatment of multiple medical conditions. Rather than detract from its core proficiency, Argyll Biotech’s founders and its scientific and advisory team elected to license the marketing, distribution and sale of SF-1019 and other products to another entity, whose strategy would be to target key markets and demographics for treatment with SF-1019 and its cognates and variants. The exclusive license agreement between Argyll Biotech, as the licensor, and Immunosyn, as the licensee, is a result of that decision.

The Argyll Biotech License Agreement

     The Company is in the development stage and has only engaged in organizational activities to date. Its principal asset is the exclusive license with Argyll Biotech. The Company intends to develop its operations so that it is in a position to market, distribute and sell SF-1019 as soon as appropriate regulatory approvals are received by Argyll Biotech for SF-1019. The key terms of the exclusive license agreement with Argyll Biotech are as follows:

     Grant of Rights

     Argyll Biotech has granted Immunosyn the exclusive worldwide right to market, distribute, sell and promote SF-1019 for treatment of CIDP, diabetic neuropathy and diabetic ulcers. Argyll Biotech has also licensed its trademarks to Immunosyn, and granted Immunosyn a right of first offer to enter into additional license agreements for other uses of SF-1019 and its variants and cognates. Finally, during the first five years of the term of the exclusive license agreement, Immunosyn has a right to enter into partnering arrangements with Argyll Biotech for development of other novel drug treatment products.

     Development and Regulatory Matters

     Argyll Biotech will commence clinical trials and studies of SF-1019 and prepare and submit all filings required for regulatory approval of that product for treatment of CIDP, diabetic neuropathy and diabetic ulcers, both in the United States and in other countries that are targeted for distribution and sale of the product. Argyll Biotech will also submit periodic written reports to Immunosyn to document its efforts toward procuring such regulatory approval, as well as clinical budgets and plans for each year during which development efforts are conducted. Argyll Biotech will retain full responsibility for preparation and implementation of all trial protocols and regulatory activities and for all costs associated with those activities.

     Distribution and Promotion

     Immunosyn will assume full responsibility to promote and sell SF-1019 for its approved uses. To accomplish this, Immunosyn has agreed to develop a sales force, and an order processing and distribution network for each country in which regulatory approval of SF-1019 is granted. Immunosyn has also agreed to develop full marketing plans for each such country, although Argyll Biotech will retain a right to participate in all marketing and promotion activities. Each party is responsible for its own costs associated with these activities.

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     License Fees

     Immunosyn has issued 147,000,000 shares of its Common Stock to Argyll Biotech which Argyll Biotech expects to sell in this Offering to raise funds for product development and regulatory approval for SF-1019. However, in the event the proceeds it receives from this Offering are insufficient for Argyll Biotech to complete development and regulatory approval in both the United States and the United Kingdom, Immunosyn is obligated to pay a royalty to Argyll Biotech equal to 3¹/2% of Immunosyn’s gross sales until Argyll Biotech has received enough funds to complete its development in those jurisdictions. The license fee is deemed earned when paid and there are no restrictions on the release or use of the proceeds received by Argyll Biotech from the sale of Immunosyn’s shares, and these proceeds may be used at Argyll Biotech’s sole discretion for any purpose. No refund will be owed by Argyll Biotech in the event the cost of development and regulatory approval is substantially less than the fee, nor are there any penalties owed by Argyll Biotech if it fails to complete product development or obtain regulatory approval for its distribution.

     Payments and Reports

     Argyll Biotech is not obligated to provide any accounting for its use of proceeds, nor does Immunosyn have any audit rights to inspect Argyll Biotech’s use of the license proceeds. In the event Immunosyn is obligated to pay the 3¹/2% royalty to Argyll Biotech to complete its development and regulatory approval for SF-1019, Immunosyn will be obligated to provide Argyll Biotech with monthly royalty reports to account for its gross sales and calculation of the royalty paid to Argyll Biotech.

     Manufacture and Supply

     Argyll Biotech retains responsibility for manufacturing and supplying all of Immunosyn’s requirements of SF-1019. Argyll Biotech will sell quantities of the product to Immunosyn at a price per dose that is below the anticipated market or reimbursement price per dose of the product. The exact product price is not specified in the exclusive license agreement, and will be the subject of future negotiations once Argyll Biotech’s cost of production is determined. Argyll Biotech shall also confirm through testing and other programs that the commercial quantities of SF-1019 that it manufactures are fully compliant with all manufacturing and laboratory standards applicable to drug products which are intended for use in humans.

     Intellectual Property Ownership

     Argyll Biotech will retain full ownership of its intellectual property, including intellectual property that is jointly-developed by the parties. Argyll Biotech must take reasonable steps to protect its intellectual property from third-party infringement, and to defend Immunosyn against charges of infringement that refer, relate or pertain to Immunosyn’s marketing, sale and distribution of SF-1019.

     Publication and Confidentiality

     Argyll Biotech and Immunosyn must collaborate on all publications of scientific or medical reports relating to either company’s business, operations, research and development or clinical trial results.

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     Recall and Indemnification

     Argyll Biotech has agreed to retain full responsibility for costs and activities relating to any recall of SF-1019, and must defend, indemnify and hold Immunosyn harmless for, from and against damages associated with those recalls.

     Term and Termination

     The exclusive license agreement shall remain in full force and effect for as long as any patent coverage remains in place for SF-1019 in any country, which in most jurisdictions is generally for twenty (20) years from the date of filing. Either party may terminate the agreement only on account of an uncured material breach by the other party. Immunosyn may terminate the agreement if a non-rebuttable regulatory or patient safety issue is raised. Any fees paid prior to termination are non-refundable.

Discussion of Applicable Government Regulations

     The FDA and comparable regulatory agencies in foreign countries, as well as drug regulators in state and local jurisdictions, impose substantial requirements upon clinical development, manufacture and marketing of pharmaceutical products. These agencies and other federal, state and local entities regulate research and development activities and the human testing, manufacture, quality control, safety, effectiveness, labeling, storage, record keeping, approval, advertising and promotion of Argyll Biotech’s SF-1019, as well as any other products that either Argyll Biotech or Immunosyn may independently develop or may otherwise license for marketing and distribution.

     The process required by the FDA under the drug provisions of the United States Food, Drug, and Cosmetic Act before any initial products may be marketed in the United States generally involves the following:

• Preclinical laboratory and animal tests;

• Submission of an Investigational New Drug Application (“IND”), which must become effective before human clinical trials may begin;

• Adequate and well-controlled human clinical trials to establish the safety and efficacy of the product candidate for its intended use;

• Submission to the FDA of a New Drug Application (“NDA”); and

• FDA approval and review of a NDA.

     The testing and approval process requires substantial time. Preclinical tests include laboratory evaluation of the product candidate, its chemistry, formulation and stability, as well as animal studies to assess the potential safety and efficacy of the product candidate. Certain preclinical tests must be conducted in compliance with good laboratory practice regulations. Violations of these regulations can, in some cases, lead to an invalidation of the studies, requiring such studies to be replicated. In some cases, long-term preclinical studies are conducted while clinical studies are ongoing.

     Argyll Biotech must submit the results of preclinical tests, together with manufacturing information and analytical data, to the FDA as part of an IND, which must become effective before any human clinical trials begin in the U.S. Analogous requirements are in place in the countries of the

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European Union and in the United Kingdom, where Argyll Biotech is preparing to conduct preclinical and clinical trials. If the FDA or its foreign equivalent raises questions about an IND within a certain period of time after its submission, that regulatory body may impose a clinical hold. In such a case, the IND sponsor and the regulatory authority must resolve any outstanding concerns before clinical trials can begin. All clinical trials must be conducted under the supervision of a qualified investigator in accordance with good clinical practice regulations. These regulations include the requirement that all subjects provide informed consent. Further, an independent Institutional Review Board (“IRB”) at each medical center proposing to conduct clinical trials must review and approve any clinical study. The IRB also continues to monitor the study and must be kept aware of the study’s progress, particularly as to adverse events and changes in any research. Progress reports detailing the results of the clinical trials must be submitted at least annually to the FDA or its foreign equivalent and more frequently if adverse events occur.

     Human clinical trials are typically conducted in three sequential phases that may overlap:

• Phase I: The drug is initially introduced into healthy human subjects or patients and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion.

• Phase II: The drug is studied in a limited patient population to identify possible adverse effects and safety risks, to determine the efficacy of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage.

• Phase III: When Phase II evaluations demonstrate that a dosage range of the drug is effective and has an acceptable safety profile, Phase III trials are undertaken to further evaluate dosage and clinical efficacy and to further test for safety in an expanded patient population, often at geographically dispersed clinical study sites.

     Concurrent with preclinical studies and clinical trials, Argyll Biotech must develop information about the chemistry and physical characteristics of SF-1019 and must finalize a process for manufacturing this product in accordance with good manufacturing practice (“GMP”) requirements. The manufacturing process must be capable of consistently producing quality batches of SF-1019 and Argyll Biotech must develop methods for testing the quality, purity and potency of the drug candidate. Additionally, appropriate packaging must be selected and tested and chemistry stability studies must be conducted to demonstrate that the SF-1019 product does not undergo unacceptable deterioration over its shelf life.

     We understand that Argyll Biotech intends to submit the results of SF-1019 product development, pre-clinical studies and clinical studies to the FDA or its foreign equivalent as part of an NDA for approval of the marketing and commercial shipment of the product. The appropriate regulatory authority will review each NDA submitted and may request additional information, rather than accept the NDA for filing. In this event, the application must be resubmitted with additional information. The resubmitted application is also subject to review before the regulatory body accepts it for filing. Once the NDA is accepted, the regulatory agency begins an in-depth review of the NDA. Regulatory agencies have substantial discretion in the approval process and may disagree with Argyll Biotech’s interpretation of the data submitted in the NDA. The review process may be significantly extended by the regulatory agency’s requests for additional information or clarification regarding information already provided. Also, as part of the review, the regulatory agency may refer the application to an appropriate advisory committee, typically a panel of clinicians, for review, evaluation and a recommendation. Manufacturing establishments also are often subject to inspections prior to NDA approval to assure compliance with GMPs and with manufacturing commitments made in relevant marketing applications.

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     In the United States, under the Prescription Drug User Fee Act (“PDUFA”), submission of an NDA with clinical data requires payment of a user fee. For fiscal year 2005, that fee was $672,000. Similar fees and requirements are in place in foreign jurisdictions. In return, the relevant regulatory agencies assign time goals for reviewing NDAs prior to issuing a “complete response” in which an NDA may be approved, or denied if the regulatory agency’s criteria are not satisfied, or require additional clinical data. Even if these data are submitted, the regulatory agency may ultimately decide that the NDA does not satisfy the criteria for approval. If the regulatory agency approves the NDA, the product becomes available for physicians to prescribe, but even after approval, a regulatory agency may later decide to withdraw product approval if compliance with regulatory standards is not maintained or if safety problems occur after the product reaches the market. A regulatory agency may also require post-marketing studies, known as Phase IV studies, as a condition to approval to develop additional information regarding the safety of a product. In addition, a regulatory agency can require surveillance programs to monitor approved products that have been commercialized, and such agencies have the power to require changes in labeling or to prevent further marketing of a product based on the results of these post-marketing programs.

     Regulatory agencies also regulate drug labeling and promotion activities. As marketing and distribution will be the primary and substantial business function of Immunosyn, the Company anticipates that it will experience a significant burden as a result of these regulatory activities. Regulatory agencies actively enforce regulations prohibiting the marketing of products for unapproved or “off-label” uses. Further regulations on certain pharmaceutical marketing practices are imposed in the United States by the U.S. Federal Trade Commission and Office of the Inspector General of the U.S. Department of Health and Human Services. Reimbursement practices and HHS coverage of medicine will be important to the success of procurement and utilization of Argyll Biotech’s SF-1019 and other products and product candidates, if they are ever approved for marketing.

     European Regulations

     The initial preclinical trials and clinical studies of SF-1019 are expected to be conducted by Argyll Biotech under European auspices and jurisdiction. Prior regulatory approval in order to initiate Phase I (healthy human volunteer) studies is required in many of the European Union member states. Following successful completion of Phase I studies, data must be submitted in a summarized format to the applicable regulatory authority in the member state in respect of applications for the conduct of later Phase II proposed studies. E.U. regulatory authorities typically are required to raise objections within one to three months after receipt of a proposal for a study, but they often have a right to extend this review period at their discretion. In addition, one or more independent ethics committees, which typically operate similarly to an Institutional Review Board in the United States, will review the ethics of conducting the proposed research.

     In order to gain marketing approval in the E.U., Argyll Biotech must submit a dossier to the relevant authority for review, which, in the E.U., is known as a Marketing Authorization Application (“MAA”). The format of the MAA is specific and is laid out by each applicable regulatory authority, although in general it will contain information on the quality of the chemistry, manufacturing and pharmaceutical aspects of the product as well as non-clinical and clinical data.

     For many products, the E.U. provides a choice of a centralized or decentralized authorization route. Under the centralized route, one marketing authorization is granted for the entire E.U., while under the decentralized route, a series of national marketing authorizations are granted. In the centralized system, an application will be reviewed by the members of the Committee for Proprietary Medicinal Products (“CPMP”), on behalf of the European Medicines Agency (“EMEA”). The EMEA will, based

27

upon the review of the CPMP, provide an opinion to the European Commission on the safety, quality and efficacy of the product. The decision to grant or refuse an authorization is made by the European Commission. In circumstances where use of the centralized route if not mandatory, Argyll Biotech can choose to use the decentralized route, in which case an application will be reviewed by each member state’s regulatory agency. If a regulatory agency grants authorization, other member states’ regulatory agencies and authorities are asked to “mutually recognize” the authorization granted by the first member state’s regulatory agency.

     Failure to comply with applicable regulatory requirements after obtaining regulatory approval can, among other things, result in the suspension of regulatory approval, as well as possible civil and criminal sanctions. Renewals in the E.U. may require additional data, which may result in a license being withdrawn. In the E.U., regulators have the authority to revoke, suspend or withdraw approvals of previously-approved products, to prevent companies and individuals from participating in the drug approval process, to request recalls, to seize violative products and to obtain injunctions to close manufacturing plants not operating in conformity with regulatory requirements and to stop shipments of violative products.

     Pricing Controls

     Before a pharmaceutical product may be marketed and sold in certain foreign countries the proposed pricing for the product must be approved. The requirements governing product pricing vary widely from country to country and can be implemented disparately at a national level.

     The E.U. generally provides options for its member states to control the prices of medicinal products for human use. A member state may approve a specific price for the medicinal product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. For example, the regulation of prices of pharmaceuticals in the United Kingdom is generally designed to provide controls on the overall profits that pharmaceutical companies may derive from their sales to the U.K. National Health Service. The U.K. system is generally based on profitability targets or limits for individual companies which are normally assessed as a return on capital employed by the company in servicing the National Health Service market, comparing capital employed and profits.

     In comparison, Italy generally establishes prices for pharmaceuticals based on a price monitoring system. The reference price is the European average price calculated on the basis of the prices in four reference markets: France, Spain, Germany and the U.K. Italy generally establishes the price of medicines belonging to the same therapeutic class on the lowest price for a medicine belonging to that category. Spain generally establishes the selling price for new pharmaceuticals based on the prime cost, plus a profit margin within a range established each year by the Spanish Commission for Economic Affairs.

     Third Party Reimbursements

     In the U.S., E.U., and elsewhere, sales of therapeutic and other pharmaceutical products are dependent in part on the availability and adequacy of reimbursement to the consumer or the health care provider from third party payors, such as government and private insurance plans. Third party payors are increasingly challenging the prices charged for medical products and services and new products that are

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more expensive than existing treatments may have difficulty finding ready acceptance unless there is a clear therapeutic benefit.

     Patent Restoration and Marketing Activity

     The Drug Price Competition and Patent Term Restoration Act of 1984, known as the Hatch-Waxman Amendments (“Hatch-Waxman”), permits the FDA to approve an abbreviated NDA for generic versions of innovator drugs, as well as NDAs with less original clinical data. Hatch-Waxman also provides certain patent restoration and exclusivity protections to innovator drug manufacturers.

     The abbreviated NDA process permits competitor companies to obtain marketing approval for a drug with the same active ingredient for the same uses as an innovator drug but does not require the conduct and submission of clinical studies demonstrating safety and efficacy for that product. Instead of safety and efficacy data, a competitor could make a copy of any of Argyll Biotech’s drugs and only submit data demonstrating that the copy is a bioequivalent to the SF-1019 product, which may allow the competitor to obtain marketing approval from the FDA.

     Hatch-Waxman also provides competitors with the ability to market copies of innovator products with the submission of significantly less clinical data outside of the abbreviated NDA context. Such applications are known as “505(b)(2) NDAs”, or “paper NDAs”. They may rely on clinical investigations not conducted by or for that applicant and for which the applicant has not obtained a right of reference or use. Such products are subject to the same patent notification procedures as for abbreviated NDAs.

     Hatch-Waxman also provides for the restoration of a portion of a product’s United States patent term that is lost during a drug’s clinical development and NDA review by the FDA, and further provides for the statutory protection, known as exclusivity, against the FDA’s approval or acceptance of certain competitor applications. Patent term restoration can return up to five years of a patent term for a patent that covers a new product or its use to compensate for time lost during product development and the regulatory review process. This period is generally one-half the time between the effective date of an IND and the submission date of an NDA, plus the time between the submission date of the NDA and the approval of that application, subject to a maximum extension of five years. No extension can extend the patent life beyond fourteen years after the drug approval date. The application for patent term restoration is subject to approval by the United States Patent and Trademark Office in conjunction with the FDA.

     Hatch-Waxman also provides for differing periods of statutory protection for new drugs approved under an NDA. Among the types of exclusivity are those for a new chemical entity and those for a new formulation or a new indication for a previously-approved drug. Marketing exclusivity in the United States for the type of product that Immunosyn intends to market and distribute, if granted by the FDA, would prohibit that agency from approving the application of another company that submits an abbreviated NDA or a paper NDA for five years. This marketing exclusivity protection does not prohibit the FDA from approving a full NDA.

Competition

     Competition in the biotechnology industry is intense. Potential competitors in the United States and Europe are numerous and include pharmaceutical, chemical and biotechnology companies, most of which have substantially greater capital resources, marketing experience, research and development staffs and facilities than Immunosyn. Among others, Eli Lilly & Company and Wyeth Pharmaceuticals, Inc. market antidepressants, and Pfizer, Inc. markets anticonvulsants that are prescribed for treating diabetic

29

neuropathy. In addition, Daval International Limited, a UK company, is also testing a caprine serum product, called Aimspro, for treating multiple sclerosis and other neurological disorders.

     Argyll Biotech intends to seek to limit potential sources of competition by developing products that are eligible for orphan drug designation and approval or other forms of protection. Specifically, Immunosyn intends to target CIDP as a potential candidate for treatment with SF-1019 due to its orphan drug for orphan drug status. CIDP is listed by the National Organization for rare Disorders (http://www.rarediseases.org/) as an orphan disease with less that 200,000 cases in the U.S. The only available treatment is IVIG (intravenous gamma globulin) at a cost of $2000-$6000 per month depending on dosage. The mechanism of action of IVIG is to block release of inflammatory cytokines directly and therefore lasts only about 1-2 weeks. However, due to their substantially greater resources, competitors may develop similar technologies and products more rapidly or may market them more effectively. Competing technologies or products may be more effective than any of those that are being or will be developed by Argyll Biotech. In addition, existing competitors enjoy the strategic advantages of existing brand recognition, marketing and distribution networks, thus enabling them to introduce new products much more rapidly than Immunosyn.

Employees

     As of September 30, 2006, we had two executive officers, Mr. Kent Norton, President and CEO, and Mr. Douglas McClain, Jr., our Chief Financial Officer and Corporate Secretary, neither of which are full-time employees. After the completion of this Offering, the Company expects to retain Mr. Norton on a full time basis, and hire additional executive staff and employees as needed.

Property

     The Company has been provided with rent-free office space for two executive offices under a monthly oral agreement with no specific term from its affiliate and shareholder, Argyll Equities. It is uncertain how long Argyll Equities will continue providing office space or on what terms space will continue to be provided to the Company in the future. At present, we do not require dedicated office space. We believe that our existing facilities are adequate for our current needs and that additional space will be available as needed.

Legal Proceedings

     Pursuant to a subpoena dated January 20, 2006 issued by the Securities and Exchange Commission (“SEC”) to an affiliate of Argyll Biotech in proceedings captioned In the Matter of Directors Financial Group, Ltd. and In The Matter of Prime Bank Securities, and pursuant to two subpoenas issued by the SEC to affiliates of Argyll Biotech on March 30, 2006 in a proceeding captioned In The Matter of The Argyll Group, LLC, the Company’s affiliates have been asked to produce all documents concerning a wide variety of topics including many related directly to a prior licensee, Nurovysn Merger Corporation. The Company’s affiliates are actively cooperating with the SEC and have produced documents responsive to these subpoenas. Although Immunosyn’s affiliates believe they have complied with the SEC’s subpoenas, there can be no assurance that the Company’s affiliates will not be found liable for one or more violations of law which could expose the Company’s affiliates, including Argyll Biotech, to liability for fines and penalties, as well as injunctive or other sanctions that might prohibit or restrict Argyll Biotech’s ability to proceed with financing its operations.

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     On or about July 27, 2006, Daval International Limited, a UK corporation (“Daval”), filed suit in the High Court of Justice, Chancery Division in London, England against Argyll Biotech and five of Argyll Biotech’s research scientists and others, including Douglas McClain, Sr., seeking an injunction and damages or an account of profits based on allegations of breach by the scientists and Mr. McClain of confidentiality agreements with Daval, breach by such persons of their fiduciary duties and conspiracy by Argyll Biotech to wrongfully disclose and use Daval’s trade secrets. Argyll Biotech is investigating the merits of the suit and the basis of its defenses including, among other grounds, that one of the active ingredients in SF-1019 disclosed in Argyll Biotech’s 603 Application is based on independent research by Argyll Biotech’s research scientists and the method of producing SF-1019 is materially different from Daval’s process. Immunosyn is not a party to this litigation.

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FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Immunosyn Corporation
(a Development Stage Company)
La Jolla, California

We have audited the accompanying balance sheet of Immunosyn Corporation (a Development Stage Company) as of August 31, 2006 and the related statements of operations, cash flows and changes in stockholders’ equity for the period from August 3, 2006 (inception) through August 31, 2006. These financial statements are the responsibility of Immunosyn’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Immunosyn Corporation as of August 31, 2006, and the results of its operations and its cash flows for the period described in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Immunosyn Corporation will continue as a going concern. As discussed in Note 2 to the financial statements, Immunosyn suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Malone & Bailey, PC

Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas

September 18, 2006

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Immunosyn Corporation
(A Development Stage Company)
BALANCE SHEET
August 31, 2006

ASSETS
Cash	$	22,380
Total current assets		22,380
Total assets	$	22,380
LIABILITIES & SHAREHOLDERS’ DEFICIT
Accounts payable	$	459
Accrued expenses		25,146
Advances from affiliates		10,000
Total current liabilities		35,605
Commitments and contingencies		—
SHAREHOLDERS’ DEFICIT
Common stock, $.0001 par value, 425,000,000 shares authorized, 125,000,000 issued and outstanding		12,500
Deficit accumulated in the development stage		(25,725	)
Total shareholders’ deficit		(13,225	)
Total liabilities & shareholders’ deficit	$	22,380

See accompanying summary of accounting policies
and notes to financial statements.

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Immunosyn Corporation
(A Development Stage Company)
STATEMENT OF OPERATIONS
Period from August 3, 2006 (Inception) Through August 31, 2006

Selling, general and administrative expenses	$	25,725
Total expenses		25,725
Net loss	$	(25,725	)
Basic and diluted net loss per common share	$	(0.00	)
Weighted average common shares outstanding		84,000,000

See accompanying summary of accounting policies
and notes to financial statements.

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Immunosyn Corporation
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Period from August 3, 2006 (Inception) Through August 31, 2006

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(25,725	)
Adjustments to reconcile net loss to
cash used in operating activities:
Changes in:
Accounts payable		459
Accrued expenses		25,146
NET CASH USED IN OPERATING ACTIVITIES		(120	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from affiliates		10,000
Sale of common stock		12,500
NET CASH PROVIDED BY FINANCING ACTIVITIES		22,500
NET CHANGE IN CASH		22,380
Cash balance, beginning of period		—
Cash balance, end of period	$	22,380
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	—
Cash paid for income taxes	$	—

See accompanying summary of accounting policies
and notes to financial statements.

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Immunosyn Corporation
(A Development Stage Company)
STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
The Period from August 3, 2006 (Inception) Through August 31, 2006

					Deficit
					Accumulated
					During
	Common				Development
	Shares		Stock		Stage			Totals
Balances at August 3, 2006		—		—	$	—		$	—
Proceeds from issuance of common stock		125,000,000		12,500		—			12,500
Net loss		—		—		(25,725	)		(25,725	)
Balances at August 31, 2006		125,000,000	$	12,500	$	(25,725	)	$	(13,225	)

See accompanying summary of accounting policies
and notes to financial statements.

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Immunosyn Corporation
(A Development Stage Company)
Notes To Financial Statements

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Background

Immunosyn Corporation is a Delaware corporation formed August 3, 2006 and headquartered in La Jolla, California that is negotiating an exclusive worldwide license to market, distribute and sell a biopharmaceutical drug product, currently referred to as SF-1019, for treatment of Chronic Inflammatory Demyelinating Polyneuropathy (“CIDP”), diabetic neuropathy and diabetic ulcers.

Cash

Immunosyn maintains cash in checking and money market accounts at a bank. The cash balance at the bank is insured by the Federal Deposit Insurance Corporation up to $100,000.

Long-Lived Assets

Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the asset exceeds its fair value.

Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amount of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Basic and Diluted Net Loss per Share

Basic and diluted net loss per share calculations are presented in accordance with Financial Accounting Standards Statement 128, and are calculated on the basis of the weighted average number of common shares outstanding during the year. They include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share are the same due to the absence of common stock equivalents.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

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reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Immunosyn does not expect any recent accounting pronouncements to have a material effect on its financial position or results of operations.

Note 2. GOING CONCERN UNCERTAINTY

The accompanying financial statements have been prepared assuming that Immunosyn will continue as a going concern. Immunosyn was formed in August 2006 with an initial source of financing from issuance of common stock and an advance from an affiliate. As shown in the financial statements, Immunosyn had an accumulated deficit of $25,725 and a working capital deficit of $13,225 as of August 31, 2006, which is considered insufficient to fund operations over the next 12 months. These conditions raise substantial doubt about Immunosyn’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 3. ADVANCES FROM AFFILIATES

Immunosyn was advanced $10,000 from Argyll Equities, LLC. These advances will be repaid on demand. No interest expense was accrued.

Note 4. STOCKHOLDERS’ EQUITY

Stock Options

Immunosyn has adopted a stock option plan for employees, outside consultants, and directors. There are 5,000,000 common shares available for grant under the plan. The plan allows for incentive options with exercise prices of at least 100% of the fair market value of Immunosyn’s common stock and nonqualified options with exercise prices of at least 85% of the fair market value of Immunosyn’s common stock

Immunosyn accounts for stock options using the fair value method. Fair value is determined at the date of grant for employee options and at the date at which the grantee’s performance is complete for non-employee options. Compensation cost is recognized over the vesting period based on the fair value of the options. The fair value of the options is calculated using the Black-Scholes option pricing model.

No options have been granted as of August 31, 2006.

Note 5. LITIGATION INVOLVING AFFILIATES

Pursuant to a subpoena dated January 20, 2006 issued by the Securities and Exchange Commission to an affiliate of Argyll Biotech in proceedings captioned In the Matter of Directors Financial Group, Ltd. and In The Matter of Prime Bank Securities, and pursuant to two subpoenas issued by the SEC to an affiliate of Argyll Biotech on March 30, 2006 in a proceeding captioned In The Matter of The Argyll Group, LLC, Immunosyn’s affiliates have been asked to produce all documents concerning a wide variety of topics including many related directly to Immunosyn. Immunosyn and Argyll Biotech’s affiliates are actively cooperating with the SEC and producing documents responsive to these subpoenas.

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On or about July 27, 2006, Daval International Limited filed suit in the United Kingdom, in the High Court of Justice, Chancery Division, against Argyll Biotech and five of Argyll Biotech’s research scientists seeking an injunction and damages based on allegations of breach by the scientists of confidentiality agreements with Daval and conspiracy by Argyll Biotech to wrongfully disclose and use Daval’s trade secrets. Argyll Biotech is investigating the merits of the suit and evaluating its defenses on the basis that, among other grounds, that one of the active ingredients in SF-1019 disclosed in Argyll Biotech’s 603 Application is based on independent research by Argyll Biotech’s research scientists, and the method of producing SF-1019 is fundamentally different than that used by Daval.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion and analysis should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this prospectus.

General

     The Company is a development stage company formed in August 3, 2006 in order to work as Argyll Biotech’s sales, marketing and distribution channel for its biopharmaceutical drug product, currently referred to as SF-1019. Since inception, the Company has been principally devoted to raising capital and negotiating the exclusive license to SF-1019 with Argyll Biotech, an affiliated company to market, distribute and sell SF-1019 as soon as appropriate regulatory approvals are received by Argyll Biotech for SF-1019. On September 28, 2006, it successfully acquired the exclusive license from Argyll Biotech.

Results of Operations For The Period Ending August 31, 2006

     For the period August 3, 2006 (inception) through August 31, 2006, the Company had no revenues and incurred an accumulated deficit of $25,725. Legal fee expense associated with the formation and initial private placement accounted for the accumulated deficit.

Liquidity and Capital Resources

     In August 2006, the Company completed an initial private placement and raised $4,100 from the offering, in addition to $8,400 paid in capital by the initial subscribers. As of August 31, 2006, the Company had cash and cash equivalents of $22,380 and a working capital deficit of $13,225. The Company expects to incur substantial operating expenses related to building its sales, marketing and distribution channel activities over the next several years. Accordingly, the Company will be required to immediately seek additional financing to continue its activities beyond the near term. While the Company believes it will be successful in raising capital through future private and public placements, there can be no assurances that it will be able to obtain any required additional funds, in which event it may be necessary for the Company to significantly curtail its operations.

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PLAN OF OPERATION

The following plan of operation should be read in conjunction with the financial statements and related notes thereto appearing elsewhere in this prospectus. This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under “Risk Factors” and elsewhere in this filing. See also “Forward Looking Statements.”

Overview

     Immunosyn Corporation is a development stage company that was formed in August 2006 and is headquartered in La Jolla, California. In September 2006, it executed an exclusive license agreement with an affiliated company, Argyll Biotech, for 147,000,000 shares of its Common Stock. Pursuant to the terms of the license agreement, the Company has an exclusive worldwide license to market, distribute and sell a biopharmaceutical drug product, currently referred to as SF-1019, for treatment of CIDP, diabetic neuropathy and diabetic ulcers, subject to the receipt of appropriate regulatory approval in each jurisdiction where SF-1019 will be marketed. Under the terms of its exclusive license, Immunosyn also has a right of first offer to extend its exclusive license to include variants of SF-1019 that may be approved by various regulatory authorities for treatment of other diseases and pathologies. Argyll Biotech is responsible for all research and product development, clinical testing, regulatory approvals, production and product support.

     As a sales, marketing, and distribution channel for SF-1019, Immunosyn’s primary business strategy is to build a sales and marketing force and related resources so that if SF-1019 is approved for human use it can be sold; and secondly, to increase awareness and acceptance of SF-1019 in the CIDP and diabetes treatment communities.

     As of the date of this prospectus, we have no revenue or operations. Our ability to obtain additional funding will determine our ability to continue as a going concern. We have one principal asset, our exclusive license from Argyll Biotech, and two part-time employees. We do not expect to commence full scale operations or generate revenues unless and until Argyll Biotech completes development and obtains regulatory approval for SF-1019. Since incorporation, we have not made any significant purchases or sale of assets, nor have we been involved in any mergers, acquisitions or consolidations.

Plan of Operation

     At August 31, 2006, the Company had an accumulated deficit of $25,725 and a working capital deficit of $13,225. Based on its current cash balance, management believes the Company cannot attract individuals to fill permanent key management positions and cannot build its operations. Currently, an affiliated company provides general and administrative support services to the Company on a part-time basis, without charge. The Company believes that a public market for its Common Stock will enable it to attract funding for its operations and offer stock-based compensation to hire personnel to fill the key positions necessary to commence operations. Accordingly, the Company needs additional financing to continue its operations and may raise funds in the future privately or publicly.

     The Company intends to raise working capital through one or more financings to meet the following requirements:

• hiring staff, including a CFO, controller and five sales and marketing personnel;

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• purchasing capital equipment, including securing its principal offices, both executive and sales, and distribution facilities;

• monitoring the progress of the research and development effort conducted by Argyll Biotech;

• developing a marketing plan for the sale and distribution of SF-1019;

• hiring industry consultants to assist in developing a channel strategy for sales and marketing of SF-1019, including direct sales, third party distributors, and strategic partnerships; and

• developing market awareness in the medical community and educating those effected with CIDP, diabetic neuropathy and diabetic ulcers.

     The Company requires substantial future sources of capital in order to meet such anticipated expenditures and to continue its operations during the period Argyll Biotech seeks regulatory approval from the FDA and foreign regulatory authorities. The Company currently anticipates this process to be between three and five years and the amount of funds required to be between $14 million and $24 million. The Company believes that significant funding will be required to provide adequate sources of working capital during that period. There can be no assurance that the Company will be able to raise any or all the capital required for its operations. Failure to obtain future financing will require the Company to delay or substantially curtail its operations or close its business, resulting in a material adverse effect on the Company.

Off Balance Sheet Arrangements

     The Company does not have any off-balance sheet arrangements.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

     Set forth below is information regarding the Company’s current directors and executive officers. There are no family relationships between any of our directors or executive officers. The directors are elected annually by stockholders. The executive officers serve at the pleasure of the Board of Directors.

Name	Age		Title
D. Kent Norton		55	President and Chief Executive Officer, Director
Douglas McClain, Jr.		32	Chief Financial Officer, Secretary, Director

D. KENT NORTON, J.D., President and Chief Executive Officer, Director

     Mr. Norton is 55 years of age and an attorney with 28 years of executive experience in various industries. Mr. Norton is our current President and Chief Executive Officer and has also served as a director of the Company since August 2006. Mr. Norton served as a senior manager of OK Foundation from November 1999 until May 2006, including Chief Executive Officer from April 2003 until May 2006, and Managing Director of The Sutherland Institute, a Utah-based public policy think-tank since October 2005. Mr. Norton attended University of Utah and graduated magna cum laude in 1975 with a Bachelor of Science degree in Organizational Communications. He received his Juris Doctorate from the J. Reuben Clark Law School at Brigham Young University in 1978.

DOUGLAS MCCLAIN, JR., Chief Financial Officer, Corporate Secretary, Director

     Mr. McClain is 32 years of age and a financial executive with 10 years of experience. In 2002, Mr. McClain co-founded Argyll Equities, LLC and its affiliates, a boutique private equity investment banking and corporate finance firm, where he serves as an executive officer and director. In 1999, he joined International Profit Associates, a business consulting firm, as a Senior Executive responsible for mergers and acquisitions, and corporate finance, where he was employed until 2001. Mr. McClain graduated with a Bachelor of Business Administration in finance from Mercer University’s Stetson School of Business and Economics in 1996.

Audit Committee Financial Expert

     The Company does not have an audit committee or a compensation committee of its board of directors. In addition, the Company’s board of directors has determined that the Company does not have an audit committee financial expert serving on the board. When the Company develops its operations, it will create an audit and a compensation committee and will seek an audit committee financial expert for its board and audit committee. Until it has such committees and such an expert, the Company will not be able to list its stock on the major securities exchanges or the Nasdaq.

Advisors and Consultants

     The following person is serving as an advisor to the Company:

     FRED G. JAGER Mr. Jager is founder, president and chief executive officer of Hunter Wise Financial Group, LLC and Hunter Wise Securities, LLC. For three decades he has represented public and privately held companies throughout North America, and a successful advisor in middle-market corporate finance. Formerly president of Geneva Corporate Finance, Inc., Mr. Jager also founded Denver-based

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Jager & Company, Inc., which was the largest corporate finance firm of its kind in the Rocky Mountain region. He also was executive vice president of an investment banking firm in Northern California, and chief operating officer of one of the largest vocational educational companies in the world. A former intelligence officer, Mr. Jager has been a director on numerous public and private companies, is experienced business speaker and author of numerous published articles.

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EXECUTIVE COMPENSATION

Executive Compensation

     It is anticipated that the Company’s President and Chief Executive Officer, D. Kent Norton, will receive base compensation of $300,000.00 per year beginning in 2007. In addition, it is anticipated that the Company will provide Mr. Norton with normal and customary benefits, including health and dental insurance, vacation, expense reimbursement, and retirement plan contributions.

     There is currently no arrangement with Mr. McClain to provide compensation for his executive services to the Company.

Non-Employee Director Compensation

     The Company has no formal plan for Director compensation, but anticipates that it will reimburse the reasonable and customary expenses of any future non-employee directors associated with their service on the board, including travel expenses and standard fees for attending board meetings. In addition, the Company has established the Immunosyn 2006 Stock Option Plan (the “Plan”) for employees, directors and consultants and reserved 5,000,000 shares for issuance under the Plan. At the date hereof, no options have been issued under this Plan.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

     The following table lists stock ownership of our Common Stock as of September 30, 2006. The information includes beneficial ownership by (i) holders of more than 5% of our Common Stock, (ii) each of our directors and executive officers and (iii) all of our directors and executive officers as a group. Except as noted below, to our knowledge, each person named in the table has sole voting and investment power with respect to all shares of our Common Stock beneficially owned by them.

Name and Address		Amount and Nature of		Percentage
of Beneficial Owner	Director/Officer	Beneficial Ownership (1)		of Class
Argyll Biotechnologies LLC (2) 4225 Executive Square, Suite 260 La Jolla, CA 92037			147,000,000		54.0	%
Padmore Holdings, Ltd. (3) 1100 N.W. Loop 410, Suite 207 San Antonio, TX 78213			28,000,000		10.3	%
Clairsvelle Holdings, Ltd. (4) 1100 N.W. Loop 410, Suite 207 San Antonio, TX 78213			20,500,000		7.5	%
Cuxhaven Holdings Ltd (5) 1100 N.W. Loop 410, Suite 207 San Antonio, TX 78213			20,500,000		7.5	%
Argyll Equities LLC (6) 4225 Executive Square, Suite 260 La Jolla, CA 92037			15,000,000		5.5	%
D. Kent Norton 2406 Shadow Wood Circle Holladay, UT 84117	President and Chief Executive Officer, Director		500,000		0.2	%
Douglas McClain, Jr. (7) 4225 Executive Square, Suite 260 La Jolla, CA 92037	Chief Financial Officer and Secretary, Director		114,100,000		41.9	%
All directors and officers as a group (two persons)			114,600,000		42.1	%

(1) Includes in each case shares of Common Stock that may be issued upon exercise of options or warrants that are exercisable within 60 days for the subject individual only, if any. Percentages are computed on the basis of 272,000,000 shares of Common Stock outstanding as of September 30, 2006. All shares are directly owned unless otherwise indicated.

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(2)	A Delaware limited liability company owned 50% by James T. Miceli and 50% by Douglas McClain Jr.
(3)	A British Virgin Islands entity, with Mr. Lynn Booker having voting and dispositive control, and owned 45% by James T. Miceli, 45% by Douglas McClain Jr., and 10% by Douglas McClain Sr.
(4)	A British Virgin Islands entity, with Mr. Lynn Booker having voting and dispositive control, and owned by Douglas McClain Jr.
(5)	A British Virgin Islands entity, with Mr. Lynn Booker having voting and dispositive control, and owned by James T. Miceli.
(6)	A Texas limited liability company owned 50% by Douglas McClain Jr. and 50% James T. Miceli.
(7)	Including Mr. McClain’s shares held by Clairsvelle Holdings, Ltd., his undivided interests in Padmore, Argyll Biotechnologies and Argyll Equities.

Securities Authorized for Issuance Under Equity Compensation Plans

     The Company has adopted an employee stock option plan, which acts as an incentive cash, stock, and stock option plan, under which the Company’s officers, directors, consultants, and employees will be eligible to receive, in relevant part, either securities or stock options exercisable for the Company’s securities at exercise prices that may be equal to or lower than the offering price. The Company has reserved five million (5,000,000) shares of Common Stock for issuance under this plan. No options have been issued under this plan.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Except as set forth below, there have been no material transactions during the past two years between us and any officer, director or any stockholder owning greater than 5% of our outstanding shares, nor any of their immediate family members.

     The Company has entered into an exclusive license agreement with Argyll Biotech, an affiliate of the Company that owns approximately 50% of the Company’s issued and outstanding Common Stock as of September 30, 2006. The exclusive license agreement, including, without limitation, the fees established in that agreement, will be between related entities, was not negotiated in an arms-length transaction and does not necessarily bear any relationship to established or traditional methods of valuing such fees. No independent audit or verification of the license fee has been made to determine its fairness to Immunosyn.

     If the proceeds received by Argyll Biotech from the sale of the Company’s stock hereunder are inadequate to complete development and regulatory approval of SF-1019, we will pay the deficiency through a fee equal to three and one-half per cent (3-1/2%) of Immunosyn’s net sales of SF-1019, in addition to the cost of product purchases from Argyll Biotech. The license fee is deemed earned when paid and there are no restrictions on the release or use of the license fee paid to Argyll Biotech, which may be used in Argyll Biotech’s discretion for any purpose. No refund will be owed by Argyll Biotech in the event the cost of development and regulatory approval is substantially less than the fee, nor are there any penalties owed by Argyll Biotech if it fails to complete product development or obtain regulatory approval for its distribution. The Company’s inability or failure to pay any license fees when due will adversely affect the Company’s licensed rights. As those rights will be the Company’s sole and primary asset, if the Company is unable to maintain those rights, the Company will lose substantially all of its value. See “Business – The Argyll Biotech License Agreement.”

     The Company has been provided with rent-free office space for two executive offices under a monthly oral agreement with no specific term from its affiliate and shareholder, Argyll Equities. It is uncertain how long Argyll Equities will continue providing office space or on what terms space will continue to be provided to the Company in the future.

     Between August 3, 2006 and August 31, 2006, we sold a total of 125,000,000 shares of Common Stock, at a purchase price of $0.0001 per share, to the selling stockholders, resulting in gross proceeds to the Company of $12,500.00. Douglas McClain Sr., the beneficial owner of a 10% interest in Padmore which owns 28,000,000 shares of Common Stock in the Company, is the father of Douglas McClain, Jr., who is a Director, as well as the Chief Financial Officer and Secretary for the Company. Including Douglas McClain Jr.’s undivided interest in Padmore, Argyll Biotech and Argyll Equities, the McClains control a total of 116,900,000 shares of Common Stock, or approximately 43% of the Company.

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DESCRIPTION OF SECURITIES

Description of Capital Stock

     Immunosyn has authorized a total of 450,000,000 shares, consisting of 425,000,000 shares of Common Stock, par value $0.0001 per share, and 25,000,000 shares of Preferred Stock, par value $0.0001 per share. As of September 30, 2006, the Company had 272,000,000 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding.

Common Stock

     Voting Rights

     Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders.

     Dividends

     Subject to preferences that may be applicable to any then-outstanding shares of Preferred Stock, if any, and any other restrictions, holders of Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the Company’s board of directors out of legally available funds. The Company and its predecessors have not declared any dividends in the past. Further, the Company does not presently contemplate that there will be any future payment of any dividends on Common Stock.

Preferred Stock

     Our board of directors has the authority to issue 25,000,000 shares of preferred stock in one or more series and to determine all of the rights, preferences, privileges and restrictions of the preferred stock. As of the date of this prospectus, the Company does not have any preferred stock issued or outstanding. If we issue any preferred stock in the future, it may have the effect of delaying or preventing a change in control without further action by our stockholders and may adversely affect the voting, dividend and other rights of the holders of our common stock. In addition, the issuance of preferred stock with voting and/or conversion rights may adversely affect the voting power of the holders of our common stock, including the loss of voting control to others.

Options

     The Company has established the Immunosyn 2006 Stock Option Plan (the “Plan”) for employees, directors and consultants and reserved 5,000,000 shares for issuance under the Plan. At the time of this Offering, no options have been issued under this Plan.

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is no public trading market for our securities. As of September 30, 2006, 425,000,000 shares of our Common Stock were authorized for issuance and 272,000,000 shares of Common Stock were issued and outstanding. As of September 30, 2006, 25,000,000 shares of our Preferred Stock were authorized for issuance and no shares of Preferred Stock were issued and outstanding.

     The Company has not paid any dividends on its capital stock and does not expect to pay dividends for the foreseeable future.

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SELLING STOCKHOLDERS

     The following table details the name of each selling stockholder, the number of shares owned by that selling stockholder and the number of shares that may be offered by each selling stockholder for sale under this prospectus. The selling stockholders may sell up to 272,000,000 shares of our Common Stock from time to time in one or more offerings under this prospectus. Because each selling stockholder may offer all, some or none of the shares it holds, and because, based upon information provided to us, there are currently no agreements, arrangements, or understandings with respect to the sale of any of the shares, no definitive estimate as to the number of shares that will be held by each selling stockholder after the Offering can be provided. The following table has been prepared on the assumption that all shares offered under this prospectus will be sold to parties unaffiliated with the selling stockholders. Except as indicated below, no selling stockholder nor any of their affiliates have held a position or office or had any other material relationship with us.

	Relationship to
	Company or its			Total No.		% Owned			No. of Shares
	Affiliates Within Past	Amount Being		Currently		Prior to			Owned After
Name	3 Years	Registered		Owned		Offering			Offering
Argyll Equities	An Affiliate		15,000,000		15,000,000		5.5	%		0
Padmore Holdings Limited*	James T. Miceli, Douglas McClain Jr. and Douglas McClain Sr. are the [beneficial owners of Padmore Holdings Limited		28,000,000		28,000,000		10.3	%		0
Clairsvelle Holdings Ltd.	Douglas McClain Jr. is the sole beneficial owner of Clairsvelle Holdings		20,500,000		20,500,000		7.5	%		0
Cuxhaven Holdings Limited	James T. Miceli is the sole beneficial owner of Cuxhaven Holdings Limited		20,500,000		20,500,000		7.5	%		0
David Maizels	Consultant to Argyll Biotech		4,000,000		4,000,000		1.5	%		0
Angus Dalgleish	Consultant to Argyll Biotech		4,000,000		4,000,000		1.5	%		0
Troustpawn Trustee Ltd.	The principal beneficiary is a consultant to Argyll Biotech		4,000,000		4,000,000		1.5	%		0
Fairwater Trustee Ltd.	The principal beneficiary is a consultant to Argyll Biotech		4,000,000		4,000,000		1.5	%		0
GRD Family Trust 2006	The principal beneficiary is a consultant to Argyll Biotech		4,000,000		4,000,000		1.5	%		0
Stanley White	Consultant to Argyll Biotech		4,000,000		4,000,000		1.5	%		0
Alan Osmond	Advisor to Argyll Biotech and the Company		4,000,000		4,000,000		1.5	%		0

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	Relationship to
	Company or its			Total No.		% Owned			No. of Shares
	Affiliates Within Past	Amount Being		Currently		Prior to			Owned After
Name	3 Years	Registered		Owned		Offering			Offering
Gregory Witz	CFO of Argyll Biotech		1,950,000		1,950,000		0.7	%		0
Stephen Ferrone	None		1,450,000		1,450,000		0.5	%		0
Joseph Salvani	None		3,200,000		3,200,000		1.2	%		0
Manuel Bello	None		3,200,000		3,200,000		1.2	%		0
Bentley Asset Investment Group	None		350,000		350,000		0.1	%		0
Hunter Wise Holdings LLC	A Principal of Hunter Wise, Mr. Fred Jager, is an Advisor to the Company		100,000		100,000		0.0	%		0
Russell Machover	None		250,000		250,000		0.1	%		0
Spanier Family Trust	None		350,000		350,000		0.1	%		0
John Franczyk	None		50,000		50,000		0.0	%		0
D. Kent Norton	Director and CEO		500,000		500,000		0.2	%		0
William Eichengreen	None		50,000		50,000		0.0	%		0
Ken Williford	Consultant to Argyll Biotech		1,000,000		1,000,000		0.4	%		0
L&R Trust	None		500,000		500,000		0.2	%		0
Rich Growneweg	None		50,000		50,000		0.0	%		0
Argyll Biotech	An Affiliate		147,000,000		147,000,000		54.0	%		0
TOTAL	N/A		272,000,000		272,000,000		100	%		0

* Padmore is owned 45% by James T. Miceli, 45% by Douglas McClain, Jr. and 10% by Douglas McClain, Sr.

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PLAN OF DISTRIBUTION

     The Common Stock offered by this prospectus is being offered by the selling stockholders. Subject to the lock-up agreements between the selling stockholders and the Company, described below, the Common Stock may be sold or distributed from time to time by the selling stockholders directly to one or more investors or through brokers, dealers or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the Common Stock offered by this prospectus may be effected in one or more of the following methods:

• ordinary brokers’ transactions,

• through brokers, dealers, or underwriters who may act solely as agents,

• “at the market” into an existing market for the Common Stock,

• in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents,

• in privately negotiated transactions, including conversion of certain notes issued by Argyll Biotech, as described below, and resale of the Common Stock by the former note holders, and

• any combination of the foregoing.

     In August 2006, Argyll Biotech sold $1,050,000 million principal amount of 8% convertible notes due June 30, 2007 in a private placement to seven accredited investors (the “AB Note Holders”). The notes are convertible at the option of the AB Note Holders, at any time between November 1, 2006, and June 30, 2007, into common stock of Immunosyn at a conversion rate equal to the lesser (i) $5.00 per share, or (ii) if Immunosyn’s Common Stock is quoted on the OTC Bulletin Board, the average closing price per share on the ten trading days preceding the conversion date, subject to a minimum conversion price of $3.00 per share. In addition, certain AB Note Holders’ conversion rights include, along with each share acquired by converting their note, a warrant to purchase two additional shares in Immunosyn, with an exercise price of $7.50 per share and the second at $10.00 per share. The conversion rights, if exercised, must be exercised in full. The Plan of Distribution by Argyll Biotech includes the issuance of shares of Common Stock of the Company owned by Argyll Biotech to the AB Note Holders upon their conversion of the convertible notes. If all the notes were converted in full by all the AB Note Holders, it is estimated that a maximum of 630,000 shares of Immunosyn Common Stock, including those shares transferred upon exercise of the AB Note Holders’ warrants, would be transferred by Argyll Biotech to the AB Note Holders and Argyll Biotech would retain 146,370,000 shares of Immunosyn Common Stock. Immunosyn received no consideration from the issuance by Argyll Biotech of the convertible notes to the AB Note Holders and will receive no consideration from the conversion of the convertible notes by the AB Note Holders into shares of Immunosyn Common Stock.

     Argyll Biotech and all other shareholders whose Common Stock will be registered in this Offering, except for Argyll Equities LLC, are subject to a Lock-Up Agreement between the Company and such selling stockholders (the “Lock-Up”) which contains certain lock-up provisions with regard to future sales of our Common Stock for a period of 12 months after the Offering.

     In order to comply with the securities laws of certain states, if applicable, the Common Stock may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the Common

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Stock may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from the registration or qualification requirement is available and complied with.

     Subject to the Lock-Up, the selling stockholders may pledge their Common Stock to their brokers under the margin provisions of customer agreements. If a selling stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by a selling stockholder may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of Common Stock, from the purchaser) in amounts to be negotiated.

     The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Common Stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933, as amended.

     We will pay all of the expenses incident to the registration, offering, and sale of the Common Stock to the public other than commissions or discounts of underwriters, broker-dealers or agents.

     While they are engaged in a distribution of the Common Stock included in this prospectus the selling stockholders are required to comply with Regulation M promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the selling stockholders, any affiliated purchasers and any broker-dealer or other person who participates in the distribution, from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the Common Stock offered by this prospectus.

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USE OF PROCEEDS

     This prospectus relates to shares of our Common Stock that may be offered and sold from time to time by selling stockholders. The selling stockholders currently hold a total of 272,000,000 shares of our Common Stock. We will receive no proceeds from their sale of shares of Common Stock in this Offering.

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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

     The Company’s charter and bylaws provide that directors and officers shall be indemnified by the Company to the fullest extent authorized by the General Corporation Law of the State of Delaware, against all expenses and liabilities reasonably incurred in connection with services for the Company or on its behalf.

     Insofar as indemnification for liabilities arising under the Securities Act might be permitted to directors, officers or persons controlling our Company under the provisions described above, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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INDEPENDENT PUBLIC ACCOUNTANTS

     The audited financial statements of our Company for the period August 3, 2006 through August 31, 2006 have been audited by Malone & Bailey, P.C., independent public accountants. The report of Malone & Bailey P.C., which appears elsewhere herein, includes an explanatory paragraph as to the ability of our Company to continue as a going concern. The financial statements of our Company are included in reliance upon such report and upon the authority of such firm as an expert in auditing and accounting.

FURTHER INFORMATION

     We will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and file reports, proxy statements and other information with the Securities and Exchange Commission. These reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission at 100 F. Street, N.E., Room 1580, Washington, D.C. 20549 and at the Securities and Exchange Commission’s regional offices. You can obtain copies of these materials from the Public Reference Section of the Securities and Exchange Commission upon payment of fees prescribed by the Securities and Exchange Commission. You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission’s Web site contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The address of that site is http://www.sec.gov.

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PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Section 145 of the General Corporation Law of the State Delaware allows a corporation to indemnify any officer, director, employee or agent who is a party or is threatened to be made a party to a litigation by reason of the fact that he or she is or was an officer, director, employee or agent of the corporation, or is or was serving at the request of the corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such director or officer if:

• the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation; and

• with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

     Our Certificate of Incorporation provides for the indemnification of our officers and directors to the maximum extent permitted by Delaware law, and also provides that:

• A director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware hereafter is amended to authorize the further elimination or limitation of the liability of the directors, then the liability of a director of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended General Corporation Law of the State of Delaware.

     The Company’s bylaws provide that directors and officers shall be indemnified by the Company to the fullest extent authorized by the Delaware General Corporation Law, against all expenses and liabilities reasonably incurred in connection with services for the Company or on its behalf.

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth the fees and expenses the Company expects to incur in connection with the distribution of the securities being registered. The selling stockholders will not be responsible for any such fees. With the exception of the SEC registration fee, all amounts are estimates.

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Securities and Exchange Commission Registration Fee	$	1,455
Printing Fees and Expenses	$	10,000
Legal Fees and Expenses	$	175,000
Accounting Fees and Expenses	$	5,000
Miscellaneous	$	7,036
Total	$	200,000

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

     Between August 3, 2006 and August 31, 2006, we sold a total of 125,000,000 shares of Common Stock, at a purchase price of $0.0001 per share, to the selling stockholders, resulting in gross proceeds to the Company of $12,500. The units were sold to individuals and entities, all of whom were “accredited investors”, as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. The securities were sold in reliance upon the exemption from registration under Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended. Each of the investors represented to us that the investor was an accredited investor and represented to us the investor’s intention to acquire our securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

     In addition, in September 2006, a total of 147,000,000 shares of Common Stock were issued to Argyll Biotech as a non-refundable payment of the license fee for the Company’s exclusive license to SF-1019.

ITEM 27. EXHIBITS

Exhibit
No.	Description
3.1	Certificate of Incorporation of Immunosyn Corporation, filed with the Secretary of State of the State of Delaware on August3, 2006
3.2	Bylaws of Immunosyn Corporation
5.1	Opinion of Brown Raysman Millstein Felder & Steiner LLP
10.1	License Agreement between Immunosyn Corporation and Argyll Biotechnologies, LLC, dated as of September 28, 2006
10.2	Form of Lock-Up Agreement
10.3	Immunosyn 2006 Stock Option Plan
23.1	Consent of Malone & Bailey, P.C.

ITEM 28. UNDERTAKINGS

The Company hereby undertakes that it will:

     (1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

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     (i) Include any prospectus required by Section 10(a) (3) of the Securities Act;

     (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

     (iii) Include any additional or changed material information on the plan of distribution.

     (2) For determining any liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

     (3) Deregister any of the securities that remain unsold at the end of the offering.

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SIGNATURES

     In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of La Jolla, State of California on October 5, 2006.

IMMUNOSYN CORPORATION
By:	/s/ Douglas McClain, Jr.
	Chief Financial Officer

POWER OF ATTORNEY

     Each person whose signature to this registration statement appears below hereby constitutes and appoints Douglas McClain, Jr. as his true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file all amendments to this registration statement and any and all instruments or documents filed as part of or in connection with this registration statement or the amendments thereto and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof.

     In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

Signature	Title	Date
/s/ D. Kent Norton	President, Chief Executive Officer,	October 5, 2006
D. Kent Norton	Director
/s/ Douglas McClain, Jr. Douglas McClain, Jr.	Chief Financial Officer, Director	October 5, 2006

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EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

IMMUNOSYN CORPORATION

     The undersigned incorporator, for the purpose of forming a corporation under the General Corporation Law of the State of Delaware, does hereby adopt the following Certificate of Incorporation.

     Article I: The name of the corporation (hereinafter called “the Corporation”) is Immunosyn Corporation.

     Article II: The name of the Corporation’s resident agent in the State of Delaware is Corporation Service Company, and the street address of the said resident agent where process may be served is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     Article III: The purpose for which the Corporation is organized is to engage in any lawful act or activity for which a corporation may be organized pursuant to the General Corporation Law of the State of Delaware.

     Article IV: The total number of shares of stock that the Corporation shall have authority to issue is 450,000,000 shares, of which 425,000,000 shares shall be Common Stock, par value $0.0001 per share (“Common Stock”), and 25,000,000 shares shall be shares of preferred stock, par value $0.0001 per share (“Preferred Stock”).

     A statement of the designations and the powers, preferences and rights of such classes of stock and the qualifications, limitations or restrictions thereof, the fixing of which by the Certificate of Incorporation is desired, and the authority of the Board of Directors to fix, by resolution or resolutions, the designations and the powers, preferences and rights of such classes of stock or the qualifications, limitations or restrictions thereof, which are not fixed hereby, are as follows:

     Part I. Provisions Applicable to All Series of Preferred Stock

     (a) Shares of Preferred Stock may be issued from time to time in one or more series. The preferences and relative participating, optional and other special rights of each series and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series already outstanding; the terms of each series shall be as specified in this Part I and in the resolution or resolutions hereinafter referred to; and the Board of Directors of the Corporation is hereby expressly granted authority to fix, by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the designations, preferences and relative participating, optional and other special rights, or the qualifications, limitations or restrictions thereof, of such series, including, but without limiting the generality of the foregoing, the following:

     (i) The rate and times at which, and the terms and conditions on which, dividends on the Preferred Stock of such series shall be paid;

     (ii) The right, if any, of holders of Preferred Stock of such series to convert the same into, or exchange the same for, other classes of stock of the Corporation and the terms and conditions of such conversion or exchange;

     (iii) The redemption price or prices and the time at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed;

     (iv) The rights of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding up of the Corporation;

     (v) The voting power, if any, of the Preferred Stock of such series; and

     (vi) The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series.

     (b) All shares of each series shall be identical in all respects to the other shares of such series. The rights of the Common Stock of the Corporation shall be subject to the preferences and relative participating, optional and other special rights of the Preferred Stock of each series as fixed herein and from time to time by the Board of Directors as aforesaid.

     Part II. Provisions Applicable to Common Stock

     (a) After the requirements with respect to preferential dividends upon the Preferred Stock of all classes and series thereof shall have been met and after the Corporation shall have complied with all requirements, if any, with respect to the setting aside of sums as a sinking fund or redemption or purchase account for the benefit of any class or series thereof, then, and not otherwise, the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors.

     (b) After distribution in full of the preferential amounts to be distributed to the holders of all classes and series thereof of Preferred Stock then outstanding in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

     (c) Each holder of Common Stock shall have one vote in respect of each share of such stock held by him.

     Article V: The name and street address of the incorporator executing this Certificate of Incorporation is as follows:

NAME	ADDRESS
Cheryl Gardner	900 Third Avenue, New York, NY 10022

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     Article VI: The first Board of Directors shall consist of two (2) members and their names and street addresses are as follows:

NAME	ADDRESS
D. Kent Norton	2406 Shadow Wood Circle, Holladay, UT 84117
Gregory Witz	4225 Executive Square, #260, La Jolla, CA 92037

     Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of Directors of the Corporation need not be by written ballot. In furtherance of and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, alter or repeal By-Laws for the Corporation.

     Article VII: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

     Article VIII: Each Director, officer, employee or agent of the Corporation shall be indemnified to the fullest extent now or hereafter permitted by law in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Without limiting the generality of the foregoing, the Corporation shall indemnify each person within the scope of the foregoing to the extent to which it is given the power to do so by Section 145 of the General Corporation Law of the State of Delaware as in effect on the effective date of this certificate of incorporation or as thereafter amended.

     Article IX: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii)

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for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware hereafter is amended to authorize the further elimination or limitation of the liability of the directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended General Corporation Law of the State of Delaware. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

     Article X: The books of the Corporation may be kept (subject to any provision contained in the General Corporation Law of the State of Delaware) outside the State of Delaware at such place as may be designated from time to time by the Board of Directors or the by-laws of the Corporation.

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that this is his act and deed and the facts herein stated are true, and accordingly has executed this Certificate on this 3rd day of August, 2006.

 /s/ Cheryl Gardner

Cheryl Gardner, Incorporator

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EX-3.2

Exhibit 3.2

BY-LAWS

OF

IMMUNOSYN CORPORATION

ARTICLE I

OFFICES

     1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

     2. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

     1. All meetings of the stockholders for the election of directors shall be held in New York, New York or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     2. Annual meetings of stockholders shall be held on the first Thursday of May of each year or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect by a majority vote by written ballot a Board of Directors, and transact such other business as may properly be brought before the meeting.

     3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

     4. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose

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germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

     5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the presence in person at the meeting.

     6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each stockholder entitled to vote at such meeting not fewer than five (5) days, if sent by mail, or forty-eight (48) hours, if given personally or sent by telecopy, prior to the date set for such meeting.

     7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

     8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Certificate of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

     10. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period.

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     11. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

     1. The number of directors which shall constitute the whole board shall be a minimum of two (2) and a maximum of ten (10). The first board shall consist of two (2) directors. Thereafter the number of directors shall be determined by the board of directors or by the stockholders at any meeting. Except as provided in Section 2 of this Article III, each director shall hold office until his successor or successors are elected and shall qualify. Directors need not be shareholders.

     2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of share shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

     3. The business of the Corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

     4. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

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     5. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

     6. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.

     7. Special meetings of the Board may be called by the President on five (5) days’ notice to each director by mail or forty-eight (48) hours notice to each director either personally or by telecopy; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two (2) directors.

     8. At all meetings of the Board a majority of the directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     9. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

     10. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

     11. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or

4

members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-laws of the Corporation; and, unless the resolutions or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

     12. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

COMPENSATION OF DIRECTORS

     13. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

     14. Unless otherwise restricted by the Certificate of Incorporation or By-law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

     1. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these By-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the

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time when the same shall be deposited in the United States mail. Notice to directors may also be given by telecopy.

     2. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these By-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

     1. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary, and may include one or more Vice Presidents and a Treasurer or Chief Financial Officer as the Board of Directors may determine. The Board of Directors may also choose one or more Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these By-laws otherwise provide.

     2. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a President and Secretary, and may elect one or more Vice Presidents and a Treasurer or Chief Financial Officer as the Board of Directors shall deem to be in the Corporation’s best interests.

     3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

     4. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

     5. The officers of the Corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

THE CHAIRMAN OF THE BOARD

     6. The Chairman of the Board shall preside at all meetings of the stockholders and the Board of Directors and shall perform all other duties and have such other powers as the Board of Directors may prescribe.

THE PRESIDENT

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     7. The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

     8. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

THE VICE PRESIDENTS

     9. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

     10. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

     11. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURER,
OR CHIEF FINANCIAL OFFICER

     12. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the

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Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

     13. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

     14. If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

     15. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

     1. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation, by the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

     2. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

     3. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates therefor issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, it its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or

8

certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFERS OF STOCK

     4. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

     5. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

     6. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

     1. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular

9

or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

     2. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

     3. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

FISCAL YEAR

     4. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

SEAL

     5. The Board of Directors may adopt a corporate seal having inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

     6. The Books of the Corporation shall be kept at such place as the Board of Directors shall designate by resolution.

ARTICLE VIII

INDEMNIFICATION

     Each director and officer of the Corporation shall be indemnified to the fullest extent now or hereafter permitted by law in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Without limiting the generality of the foregoing, the Corporation shall indemnify each person within the scope of the foregoing to the extent to which it is given the power to do so by Section 145 of the General Corporation Law of the State of Delaware as in effect on the effective date of these By-laws or as thereafter amended.

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ARTICLE IX

LIMITATION OF LIABILITY

     A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General Corporation Law. Any repeal or modification of this Article IX by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE X

AMENDMENTS

     These By-laws may be altered, amended or repealed, or new By-laws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation or at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new By-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal By-laws is conferred upon the Board of Directors by the Certificate of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal By-laws.

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EX-5.1

Exhibit 5.1

 
          October 6, 2006
 

 
The Board of Directors
Immunosyn Corporation
4225 Executive Square
Suite 260
La Jolla, California 92037

Re: Immunosyn Corporation — Registration Statement on Form SB-2

Ladies and Gentlemen:

We have acted as counsel to Immunosyn Corporation (the “Company”) in connection with the registration for resale under the Securities Act of 1933, as amended (the “Act”), of 277,000,000 shares (the “Shares”) of its common stock, $.0001 par value per share (“Common Stock”), to be sold by certain selling stockholders pursuant to a Registration Statement on Form SB-2 (the “Registration Statement”), and certain matters relating thereto.

In that connection, we have examined such documents, corporate records and other instruments and undertaken such further inquiry as we have deemed necessary or appropriate for purposes of this opinion, including, but not limited to, examination of the Registration Statement and the Certificate of Incorporation and Bylaws of the Company, including all amendments thereto. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.

Based upon, subject to and limited by the foregoing and the other qualifications and limitations stated in this letter, we are of the opinion that the Shares being registered for resale by existing stockholders are duly authorized, validly issued, fully paid and non-assessable Shares of the Company in the control of their present owners, and will remain fully paid when resold by those stockholders.

This opinion is limited to the laws of the State of Delaware and the federal law of the United States of America and to the matters stated herein. This opinion is made as of the date hereof, and after the date hereof, we undertake no, and disclaim any, obligation to advise you of any change in any matters set forth herein.

We do not express an opinion on any matters other than those expressly set forth in this letter.

Very truly yours,
/s/	Brown Raysman Millstein Felder & Steiner LLP

EX-10.1

Exhibit 10.1

LICENSE AGREEMENT

          THIS LICENSE AGREEMENT (“Agreement”) is made effective as of the ___day of September, 2006, by and between Argyll Biotechnologies, LLC, a closely-held Delaware limited liability company having a principal office at 4225 Executive Square, Suite 260, La Jolla, California, 92037 (“Argyll Biotech”) and Immunosyn Corporation, a Delaware corporation having a principal office at 4225 Executive Square, Suite 260, La Jolla, California 92037 (“Immunosyn”).

          In consideration of mutual promises, covenants and representations contained in this Agreement, the Argyll Biotech and Immunosyn hereby agree as follows:

1. BACKGROUND.

     1.1. Argyll Biotech and its predecessors, partners, research and development agents and consultants (collectively the “Argyll Team”) have identified and are investigating a novel biopharmaceutical product for the treatment of disease pathologies that adversely affect the human immune system, either by suppressing the activity of the immune system or by causing the immune system to aggressively overreact to viral invasive agents. All right, title and interest in and to that product, including, without limitation, all intellectual property and other intangible rights in that product are owned by Argyll Biotech.

     1.2. Argyll Biotech has assumed the organization, management and administration of the continued development and refinement of that product, including all financial commitments and requirements associated with that development and refinement of that product, which is currently referred to as “SF-1019”. Based on preliminary experiments, the Argyll Team believes that SF-1019 may be an effective treatment product for a plurality of viral and immune system pathologies, including conditions related to Chronic Inflammatory Demyelinating Polyneuropathy (“CIDP”) and diabetes myelitis, and human immunodeficiency virus. Argyll Biotech intends to develop and procure regulatory and other approval for the marketing, sale and distribution of a commercial form of SF-1019.

     1.3. Immunosyn was organized and capitalized for the purpose of marketing, distributing and selling the SF-1019 product and other novel bio-pharmaceutical products throughout the world. Following its formation and capitalization, Immunosyn has committed to raising a substantial amount of capital that will be used, in part, to procure licenses for such products and to finance a marketing and distribution network for those products.

     1.4. Argyll Biotech now desires to license to Immunosyn, and Immunosyn now desires to procure a license from Argyll Biotech, for the marketing, sale and distribution of the SF-1019 product solely for the treatment of CIPD, diabetic neuropathy and diabetic ulcers pursuant to the terms, conditions, and limitations described in this Agreement.

License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

2. GRANT OF RIGHTS.

     2.1. Subject to the terms and conditions of this Agreement, Argyll Biotech hereby grants to Immunosyn an exclusive license to market, distribute, sell and promote the SF-1019 product throughout the world solely for the treatment of CIPD, diabetic neuropathy and diabetic ulcers (the “Licensed Use”).

     2.2. Argyll Biotech shall not grant any rights or licenses to the SF-1019 product, or any compounds chemically similar to SF-1019, for the Licensed Use to any third party, including, without limitation, subsidiaries and affiliates of Argyll Biotech.

     2.3. (a) Argyll Biotech further grants Immunosyn the non-exclusive, worldwide right to use any trademarks, service marks, logo, and other source-identifying indicia (the “Trademarks”) that Argyll Biotech may create for the SF-1019 product, for use in Immunosyn’s Licensed Use. In connection with such Trademark use, Immunosyn shall permit duly authorized representatives of Argyll Biotech to inspect, on the premises of Immunosyn, at all reasonable times, the products sold by Immunosyn under the Trademarks, Immunosyn’s quality control records, and Immunosyn’s facilities used in or relating to the marketing, distribution or sale of the SF-1019 product to insure compliance with current Good Manufacturing Practice as defined in Parts 210 and 211 of Title 21 of the U.S. Code of Federal Regulations, as may be amended from time to time, or any successor thereto.

          (b) Whenever Immunosyn uses the Trademarks Immunosyn shall clearly indicate Argyll Biotech’s ownership of the Trademarks. At least ten business days prior to any new use of the Trademarks, Immunosyn shall provide Argyll Biotech with samples of all proposed literature and advertising using the Trademarks for approval by Argyll Biotech. If no objection is received from Argyll Biotech within five business days of receipt of such samples, Immunosyn may use the Trademarks in the manner used in the samples submitted for approval.

          (c) If necessary in any country to permit Immunosyn to use the Trademarks, Argyll Biotech shall make application to register Immunosyn as a permitted user or registered user of the Trademarks and, if necessary, or if requested by Argyll Biotech, Immunosyn undertakes to join in such application and to take such action as may be necessary or requested by Argyll Biotech to implement such application or retain, enforce or defend the Trademarks. If necessary in any country to maintain Argyll Biotech’s rights in the Trademarks, Immunosyn shall enter into a registered user agreement or permitted user agreement regulating its use of the Trademarks.

          (d) Immunosyn acknowledges that Argyll Biotech is the owner of the Trademarks. Immunosyn shall not at any time do, cause to be done, or permit any act or thing inconsistent with, contesting or in any way impairing or tending to impair such ownership. Immunosyn agrees that all use of the Trademarks by Immunosyn shall inure

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License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

to the benefit of and be on behalf of Argyll Biotech. Immunosyn acknowledges that nothing in this Agreement shall give Immunosyn any right, title or interest in the Trademarks other than the right to use the Trademarks in accordance with this Agreement. Immunosyn agrees that it will not challenge the title or ownership of Argyll Biotech to the Trademarks or attack or contest the validity of the Trademarks.

          (e) Argyll Biotech, in consultation with Immunosyn, shall register and maintain the Trademarks, or cause the Trademarks to be registered and maintained, in those countries in which such Trademarks shall be used, at Argyll Biotech’s sole expense. If either party learns of any actual, alleged or threatened unauthorized use or other infringement of the Trademarks by others in any country, that party agrees to promptly notify the other party of such unauthorized use or other infringement. Argyll Biotech shall use reasonable efforts, in its discretion, to retain, enforce or defend the Trademarks.

          (f) To the extent permitted by law, all labeling, packaging, literature, promotional material and advertising for the SF-1019 product that is marketed, distributed or sold by Immunosyn in any country shall contain Argyll Biotech’s name and logo with comparable prominence as the name and logo used by Immunosyn. To the extent practicable, or as required by applicable law to protect the Trademarks, Immunosyn shall include on any material bearing any Trademarks an acknowledgement that such Trademark is the property of the Argyll Biotech.

     2.4. Immunosyn shall have, and Argyll Biotech hereby grants to Immunosyn, a right of first offer to enter into additional license agreements or other arrangement with Argyll Biotech for applications of the SF-1019 product for treatments not included in the Licensed Use, as follows:

          (a) In the event that Argyll Biotech is interested in seeking any third party license or arrangement with respect to treatments other than the Licensed Use, Argyll Biotech shall give written notice thereof to Immunosyn, together with any and all materials and relevant information and data regarding such prospective license or arrangement that Argyll Biotech has in its possession or control. Immunosyn shall have thirty (30) days after receipt of such written notice and all such information and data to decide whether or not it is interested in entering into negotiations for such a license or other arrangement with Argyll Biotech for such other uses.

          (b) If Immunosyn notifies Argyll Biotech in writing within such 30-day period that it is interested in negotiating such a license or arrangement, Argyll Biotech shall provide Immunosyn with written notice of its proposed material terms and conditions of such arrangement (“Proposed Terms”). The Proposed Terms shall include all material terms and conditions of such arrangement, including, without limitation, the scope of the proposed arrangement, the financial terms and any technology or compound quid pro quo expected or sought by Argyll Biotech. Immunosyn and Argyll Biotech shall promptly commence good faith negotiations (including a review of all relevant data and

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License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

information of clinical significance relating to such other uses for a period of up to ninety (90) days after Immunosyn receives such Proposed Terms from Argyll Biotech, in an effort to reach mutually acceptable material terms and conditions for such arrangement, which material terms and conditions shall be set forth in a written letter of intent (“Letter of Intent”). During such 90-day period, Argyll Biotech shall not negotiate with any third party a potential license or arrangement with respect to such other uses.

          (c) If, despite each of Immunosyn’s and Argyll Biotech’s good faith efforts, Argyll Biotech and Immunosyn are not able to agree on such material terms and conditions and do not execute a Letter of Intent by the end of such 90-day period, then Argyll Biotech may enter into negotiations with any third party regarding the other uses, provided, however, that the terms and conditions of any agreement with that third party shall be no more favorable, in the aggregate, to such third party than the most favorable terms proposed or offered by Argyll Biotech to Immunosyn.

     2.5. At any time during the first five (5) years after execution of this Agreement (the “Option Period”), Immunosyn shall have, and Argyll Biotech hereby grants to Immunosyn, a right of first negotiation to enter into an arrangement with Argyll Biotech (including, without limitation, any co-development, co-promotion, research and development, commercialization or intellectual property license agreement, joint venture, partnership, or other partnering relationship) for the licensing of any intellectual property or know-how owned by Argyll Biotech, or to which Argyll Biotech has an exclusive license, involving compounds or products not directly relating to the SF-1019 product (“License Relationship”).

          (a) In the event that Argyll Biotech is interested in establishing such a License Relationship with a third party during the Option Period, Argyll Biotech shall give written notice thereof to Immunosyn, together with any and all materials and relevant information and data regarding the subject matter of such proposed License Relationship that Argyll Biotech has in its possession or control.

          (b) With respect to each such License Relationship, Immunosyn shall have ninety (90) days after receipt of such written notice and all such information and data to enter into a non-binding letter of intent with Argyll Biotech containing the proposed material terms of an agreement regarding such License Relationship. During such 90-day time period, Argyll Biotech shall not negotiate such a License Relationship with any third party. In the event that Immunosyn and Argyll Biotech do not enter into a non-binding letter of intent as aforesaid, Argyll Biotech shall be free to proceed to negotiate with third parties as it deems appropriate without any further obligation to Immunosyn.

     2.6. In order to facilitate the marketing, sale and distribution rights licensed to Immunosyn under this Agreement Argyll Biotech shall grant to Immunosyn full and unrestricted access to Argyll Biotech’s research and development files and activities, including without limitation medicinal chemistry, screening, clinical trial protocols and

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License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

results, and other similar materials, all at such times and under such conditions as the parties may agree to avoid disruption and interference with the orderly operation of Argyll Biotech’s research and development.

     2.7. All rights not expressly granted in this Agreement are reserved by Argyll Biotech, and no implied licenses shall be deemed granted to Immunosyn by contract or by law. Without limitation on the foregoing, Argyll Biotech reserves all rights to make SF-1019 or have SF-1019 made on its behalf.

3. DEVELOPMENT AND REGULATORY MATTERS

     3.1. (a) The Parties acknowledge that the Argyll Team is in the process of preparing to submit an initial regulatory registration application for use of the SF-1019 product with respect to the Licensed Use with one or more regulatory bodies, such as the United States Food and Drug Administration or one or more foreign regulatory bodies (the “Initial Regulatory Filing”). Until the Initial Regulatory Filing is made and continuing indefinitely thereafter, Argyll Biotech shall be solely responsible for conducting clinical studies and all other regulatory matters, manufacturing matters and/or pre-clinical studies necessary to support, prepare and file the Initial Regulatory Filing, and Argyll Biotech shall use all commercially reasonable efforts necessary to make such Initial Regulatory Filing. Argyll Biotech shall keep Immunosyn informed as to the status of such efforts, shall permit Immunosyn to review and comment on the Initial Regulatory Filing and each subsequent regulatory filing during each filing’s preparation, and shall consult with Immunosyn regarding the preparation of the Initial Regulatory Filing and each subsequent filing.

          (b) Promptly after the execution date of this Agreement, Argyll Biotech shall deliver to Immunosyn copies of relevant and material data, studies and other written materials in Argyll Biotech’s possession as of the execution date of this Agreement relating to the SF-1019 product and its predecessors and cognates, including without limitation any such materials relating to patents and know-how.

          (c) During the term of this Agreement: (i) each party shall provide to the other parties any material data or other information relating to the SF-1019 product and its predecessors and cognates, including without limitation any such information relating to patents and know-how, from time to time as such data and information is developed or acquired by such party; and (ii) each of the parties shall deliver to the other party all data and dossiers relating to the SF-1019 product and its predecessors and cognates or any product and results from any studies being conducted by or on behalf of either of such parties in connection therewith promptly after such data and/or dossiers become available.

          (d) All such data and information exchanged or required to be exchanged by the Parties pursuant to this Section 3.1 shall be owned by Argyll Biotech, whether in Argyll Biotech’s possession or control as of the execution date of this Agreement or developed

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License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

by any party during the term of this Agreement. Argyll Biotech hereby grants Immunosyn the right to use all such data and information Immunosyn in accordance with its obligations and license rights under this Agreement.

          3.2. Argyll Biotech shall own all regulatory approvals that may result from the Initial Regulatory Filing or subsequent filings in any country or territory in which such filings are made (each a “Registration”), including, without limitation, Registrations granting pricing and reimbursement approvals for any country or territory as the same may be granted or issued by the appropriate regulatory body for such country or territory.

          3.3. (a) Within one hundred eighty (180) days after the execution date of this Agreement, Argyll Biotech shall prepare and submit to Immunosyn, a clinical budget containing the budget for the conduct of proposed clinical development plans for the development of the SF-1019 product for calendar years 2007 through and including 2009, on a calendar year-by-calendar year basis (such budgets, as modified from time to time, are referred to as “Clinical Budgets”);

          (b) Also within one hundred eighty (180) days after the execution date of this Agreement, Argyll Biotech shall prepare and submit to Immunosyn a clinical development plan for calendar years 2007 through 2009 describing Argyll Biotech’s proposed program for obtaining regulatory approval for the Licensed Use of SF-1019. Such clinical development plan shall include: (i) a plan for the rapid and orderly commencement of those clinical and other studies ongoing with respect to the SF-1019 product; (ii) the allocation of regulatory strategy and responsibility for continued development of the SF-1019 Product; (iii) the research and development activities of any or all members of the Argyll Team for the development of the SF-1019 Product for calendar years 2007 through 2009, including the allocation of resources among the Team Members, which shall be consistent with the proposed clinical budget for such period; (iv) “go/no go” decision criteria for each stage of development of the SF-1019 product; (v) timelines for scientific, medical, regulatory and other activities to be undertaken by the Argyll Team for the purpose of obtaining Registrations for the SF-1019 product in each country in which that Product will be marketed, distributed and sold for the Licensed Use, providing marketing support and developing new indications and formulations for the SF-1019 product. Every clinical development plan for the relevant period shall include clinical studies required for approval of new indications.

          (c) Argyll Biotech will be primarily responsible for implementing the regulatory strategy for the SF-1019 product in all countries in which that product will be marketed, sold and distributed for the Licensed Use, including, without limitation, responsibility for all regulatory compliance, worldwide safety surveillance, adverse event reporting and all other necessary support services.

          (d) The license fees payable by Immunosyn (as described below) shall provide sufficient funds or marketable securities to complete the execution of the clinical

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License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

development plans provided they are developed in accordance with this Section 3.3 (even if such funding is in excess of the clinical budget). Any change to any clinical development plan after the development thereof in accordance with this Section 3.3 must be approved by each party to this Agreement, provided that any such change that (i) alters the number of patients being studied under the clinical development plan or the type and/or phase of such studies, or (ii) increases the amount of funding necessary to complete a clinical development plan as a result of any change to (A) the timing of entry of such patients into studies under such clinical development plan, or (B) the procedures to be conducted in such studies, in each such case shall relieve Immunosyn of the funding obligation set forth in the immediately preceding sentence with regard to such revised clinical development plan only to the extent that such revised clinical development plan requires funding which exceeds the clinical budget by more than fifteen per cent (15%), unless such increase is necessary to accommodate Immunosyn’s specific requests for expanding the scope of Argyll Biotech’s clinical development plan.

     3.4. (a) Argyll Biotech shall be responsible for the preparation of all protocols and the conduct of all activities relating to any Registrations and all Initial and other Regulatory Filings necessary or desirable to register the SF-1019 product for the Licensed Uses in all countries. Argyll Biotech shall also conduct all communications with all Regulatory Authorities during the registration process. During such process, Immunosyn shall collaborate and cooperate with Argyll Biotech in the preparation and filing of all documents necessary therefore and all regulatory interactions and compliance with Regulatory Authorities in any country. All regulatory activities (including without limitation adverse event reporting) in accordance with this Agreement and the clinical development plans shall be conducted on behalf of Argyll Biotech. Argyll Biotech shall appoint Immunosyn as its agent for regulatory compliance and all other regulatory activities for which Immunosyn is responsible.

          (b) Argyll Biotech shall cause the Argyll Team to supply all SF-1019 product necessary and/or desirable for all studies to be conducted pursuant to the clinical development plans. Such SF-1019 product shall be supplied in accordance with, in all material respects, clinical good manufacturing practices (“cGMP”), at least ninety (90) days prior to the anticipated delivery date for each shipment thereof.

          (c) In connection with performing its obligations pursuant to the clinical development plans, each of Immunosyn and Argyll Biotech shall use all commercially reasonable efforts to perform such responsibilities diligently, with the objective of maximizing the sales potential of the SF-1019 product for the Licensed Use and promoting the therapeutic profile and benefits of the SF-1019 product for that use in the most commercially beneficial manner. Without limiting the generality of the foregoing, each such Party shall:

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License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

          (i) cooperate with the other Party to implement the clinical development plans, and such other activities that, from time to time, Argyll Biotech decides are necessary for the commercial success of the SF-1019 product;

          (ii) use commercially reasonable efforts to perform the work set out for such party to perform in the clinical development plans;

          (iii) conduct all work pursuant to the clinical development plans in good scientific manner, and in compliance in all material respects with all requirements of applicable laws, rules and regulations, and all other requirements of any applicable cGMP, good laboratory practice and current good clinical practice to attempt to achieve the objectives of the clinical development plans efficiently and expeditiously; and

          (iv) maintain records, in sufficient detail and in good scientific manner, which shall be complete and accurate and shall fully and properly reflect all work done and results achieved in connection with the clinical development plans in the form required under all applicable laws and regulations. The other such party shall have the right, during normal business hours and upon reasonable prior written notice, to inspect and copy all such records at its own expense, so long as doing so is not unreasonably disruptive. The other such party shall maintain such records and information contained therein in confidence in accordance with this Agreement and any confidentiality agreements that may be effective as between the parties hereto, and shall not use such records or information except to the extent otherwise permitted by this Agreement.

     3.5. Argyll Biotech shall be responsible for the one hundred per cent of the development costs related to the SF-1019 product for the Licensed Use and all other uses, and no additional fees other than the License Fee (described herein) shall be due and owing from Immunosyn in respect of such costs.

     3.6. In the event that registration of an Initial Regulatory Filing is denied or is materially delayed by the relevant regulatory authority, then Argyll Biotech shall (a) immediately reassess the relevant clinical development plan to address the regulatory authority’s objections and questions, (b) immediately give Immunosyn notice of such developments, (c) from time to time as additional such developments arise, promptly give Immunosyn notice of such additional developments, and (d) keep Immunosyn reasonably informed of all deliberations regarding all such developments. As used in this Section 3.6, a material delay is a delay arising from a requirement set forth by the regulatory authority that Argyll Biotech conduct additional clinical studies not conducted in connection with the submission of the Initial Regulatory Filing. In the event of a material delay, Argyll Biotech shall apply its sound scientific, commercial and regulatory judgment with all deliberate speed to determine whether or not it is in the best interest of both of Immunosyn and Argyll Biotech to go forward with the conduct of any additional clinical studies required by the regulatory authority. Upon reaching such determination,

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License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

Argyll Biotech shall redirect (without increasing) the existing overall clinical budget as necessary to undertake such studies and to cause such studies to be undertaken.

     3.7. Argyll Biotech shall have the right to immediately suspend the relevant clinical development activities with respect to the SF-1019 product for the Licensed Use or for any other particular indication, formulation or dosage form in the event that Argyll Biotech, in good faith, determines that there exists significant and urgent concerns relating to patient safety with respect to such clinical studies. Upon making the determination to suspend such clinical activities, Argyll Biotech shall notify Immunosyn in writing immediately of any such suspension and the reasons therefore. Argyll Biotech shall then promptly determine what actions should be taken with respect to such clinical activities. Once a determination is made with respect to the appropriate actions to be taken, Argyll Biotech shall review and re-evaluate the relevant clinical development plan and the clinical budget and make any changes necessary to implement such actions.

     3.8. Each party shall be responsible for, and hereby assumes, any and all risks of personal injury or property damage attributable to the negligent or willful acts or omissions of such party or its affiliates, including their respective directors, officers, employees and agents and for the activities and obligations of such party pursuant to this Section 3.

4. DISTRIBUTION AND PROMOTION.

     4.1. Immunosyn shall use all commercially reasonable efforts to launch, promote and sell the SF-1019 product for the Licensed Use in each country in which regulatory approval for such Licensed Use is obtained and to perform such responsibilities diligently, with the objective of maximizing the sales potential of the SF-1019 product and promoting its therapeutic profile and benefits in the most commercially beneficial manner.

     4.2. (a) Except as provided in Section 4.4 and subject to the overall direction and control of Argyll Biotech, Immunosyn and its wholly owned subsidiaries shall be responsible for, and shall have the rights granted under Section 2.1.

          (b) In connection with its responsibilities for distribution, marketing and sales of the SF-1019 product for the Licensed Use, Immunosyn shall provide all sales force (including, without limitation, sales administration and training), order entry, customer service, reimbursement management, medical affairs, medical information, marketing (including all advertising and promotional expenditures), warehousing, physical distribution, invoicing, credit and collections, production forecasting and other related facilities and services necessary or desirable for such distribution, marketing and sales.

     4.3. Immunosyn shall prepare proposed-marketing and promotional plans for the SF-1019 product for each country in which that product may be marketed and sold for the

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License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

Licensed Use, which shall include plans related to the prelaunch, launch, promotion and sales of the product and which shall include but not be limited to pricing strategy, sales targets, forecasts for the number of sales representatives, copies of promotional materials, and a reasonably descriptive overview of the marketing and advertising campaigns proposed to be conducted (the “Marketing Plans”). Immunosyn shall provide copies of the proposed Marketing Plans to Argyll Biotech for Argyll Biotech’s review and comment as soon as practicable after preparation and as frequently as may be required based upon Immunosyn’s usual marketing campaign cycles, but in no case less that once each calendar year. Immunosyn shall in good faith give due consideration to comments received from Argyll Biotech on any such Marketing Plan, and will provide Argyll Biotech with a copy of the final Marketing Plan as soon as it is available. The Parties intend and expect that, except for the first Marketing Plan to be prepared after execution of this Agreement, each subsequent Marketing Plan for each calendar year will be finalized no later than the first day of December of the immediately preceding calendar year. Any such final Marketing Plan may be reviewed and revised in accordance with Immunosyn’s usual internal practices, provided that Argyll Biotech shall be provided copies of the proposed revisions, and given the same opportunity to comment and consideration as provided to Argyll Biotech for the initial Marketing Plans.

     4.4. Argyll Biotech shall be entitled to participate in the planning of promotional materials and promotional activities with respect to the SF-1019 product for the Licensed Use. All promotional materials and promotional activities shall be developed by Immunosyn, with input from Argyll. Such activities may include symposia, key opinion leader events, and similar such events. Prior to finalizing such promotional materials and promotional activities, Immunosyn shall include Argyll Biotech in its internal circulation of information regarding such promotional materials and events during the development of such promotional materials and any event related materials and upon the finalization of such materials.

     4.5. Argyll Biotech shall have the right, at its election and at its sole expense, to promote the SF-1019 product for the Licensed Use and any other use in any country in which regulatory approval for such promotion has been obtained (the “Co-Promotion Option”).

          (a) In the event that Argyll Biotech exercises its Co-Promotion Option, Argyll Biotech shall be entitled, at its sole expense, to have its sales force and medical liaison personnel participate in the promotion of the SF-1019 product. Argyll Biotech shall give Immunosyn written notice of such exercise at least six months prior to the date Argyll Biotech intends to begin its co-promotion activities.

          (b) Argyll Biotech will be included in, and be allowed to participate in, all promotional activities being conducted by Immunosyn pursuant to the then current Marketing Plan, including participation in symposia, key opinion leader events, and the like. Immunosyn shall provide Argyll Biotech’s sales force with all promotional materials

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License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

and support services to the same extent available to Immunosyn’s sales force. Argyll Biotech shall reimburse Immunosyn for Immunosyn’s incremental costs and expenses associated with providing such materials and services to Argyll Biotech’s sales force.

          (c) Should Argyll Biotech exercise its Co-Promotion Option, it is nonetheless understood that Immunosyn will retain the exclusive rights to market, sell and distribute the SF-1019 product for the Licensed Use throughout the world, so that the Argyll Biotech’s right and obligation to promote would be in the nature of a co-promotion arrangement in which Argyll Biotech promotes such Products, but sales continue to be made by Immunosyn.

          (d) In the event that Immunosyn reasonably believes that Argyll Biotech has (i) materially failed to competently co-promote the SFG-1019 product, (ii) materially failed to promote the product consistent with the direction provided by the then-current marketing plan, or (iii) experienced a pattern of violating any applicable laws, and/or applicable regulations in connection with its promotion of the product, where there is a reasonable chance of reoccurrence of one or more of the violations comprising such pattern, (each a “Co-Promotion Problem”), then Immunosyn shall provide Argyll Biotech with written notice of such claim including specification of the respects in which Immunosyn believes such a Co-Promotion Problem has occurred with reasonable particularity. Thereafter all of Argyll Biotech’s rights to co-promote the product under this Section 4.5 shall be suspended for a period of time which shall last for a minimum of three months but shall not exceed six months.

     4.6. From and after the execution date of this Agreement, each of Argyll Biotech and Immunosyn shall be responsible for its own distribution costs, sales costs, marketing costs, general and administrative costs, and/or other operating income/expense items.

5. LICENSE FEES

     5.1. As consideration to Argyll Biotech for the rights granted to Immunosyn under this Agreement, Immunosyn shall issue to Argyll Biotech one hundred forty seven million (147,000,000) shares of common stock in Immunosyn, as described in the Private Placement Memorandum dated August 2006 (the “License Fee”);

     5.2. If and to the extent that the proceeds received by Argyll Biotech from the disposition of Immunosyn’s stock issued under Section 5.1, herein, net of all fees, taxes and expenses, are insufficient to fund Argyll Biotech’s clinical budget for obtaining regulatory approval for sale of SF-1019 in the United States and the United Kingdom (“Development Completion”), Immunosyn shall pay a royalty to Argyll Biotech equal to three and one-half per cent (3 ¹/2%) of its gross receipts (the “Royalty Fee”) from sales of the SF-1019 product for the Licensed Use until Argyll Biotech’s said development costs have been reimbursed in full.

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License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

     5.3. All payments to Argyll Biotech shall be final and non-refundable, regardless of any termination or suspension or this Agreement.

6. PAYMENTS AND REPORTS.

     6.1. Commencing with Immunosyn’s first commercial sale of SF-1019 (“First Commercial Sale”) and continuing until Development Completion, Immunosyn shall submit to Argyll Biotech monthly statements which shall set forth the amount of its gross sales of the SF-1019 product and the calculation of Royalty Fees due on such gross sales for such month (the “Royalty Reports”).

     6.2. Immunosyn shall submit its Royalty Reports on the fifth business day following the close of such month (closed in accordance with Immunosyn’s then standard practices) with sufficient detail to enable Argyll Biotech to determine the facts relied upon by Immunosyn in calculating the Royalty Fee.

     6.3. Immunosyn shall make all payments required under this Agreement as directed by Argyll Biotech from time to time in U.S. Dollars. Whenever conversion of payments from any foreign currency shall be required, such conversion shall be at the rate of exchange used by Immunosyn for its own financial reporting purposes at such time without taking into account the effect of any hedging transactions by Immunosyn or its Affiliates.

     6.4. Immunosyn, Argyll Biotech and each such party’s respective affiliates shall keep complete and accurate records pertaining to the sale of SF-1019 product. Argyll Biotech or Immunosyn (the “Audited Party”) shall permit an independent, certified public accountant appointed by the other party (the “Auditing Party”) and reasonably acceptable to the Audited Party, at reasonable times and upon reasonable notice but not more often than two times each calendar year, to examine such records as may be necessary to determine the correctness of any report or payment made under this Agreement, including statements by Argyll Biotech concerning the amount owed, if any, for Development Completion, to determine the consistency of actual expenditures versus the budgeted expenditures set forth in any clinical budget and/or any marketing budget, as the case may be, or obtain information as to the determination of aggregate net sales, operating profit or loss, development costs, distribution costs, sales costs, marketing costs, general and administrative costs and other operating income/expense. Results of any such examination shall be made available to all parties except that said independent, certified public accountant shall verify to the Auditing Party such amounts and shall disclose no other information revealed in such audit.

     6.5. The Auditing Party shall bear the full cost of the performance of any audit requested by the Auditing Party except as hereinafter set forth. If, as a result of any inspection of the books and records of the Audited Party, it is shown that payments made by Immunosyn to Argyll Biotech under this Agreement were less than the amount which

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License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

should have been paid, then Immunosyn shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 30 days after Argyll Biotech’s demand therefore. Furthermore, if the payments made were less than 95% of the amount that should have been paid during the period in question, Immunosyn shall also reimburse Argyll Biotech for the reasonable costs of such audit. Similarly, if an audit reveals that Argyll Biotech overstated the amount owed for Development Completion by more than 5%, then Argyll Biotech shall reimburse Immunosyn for the reasonable costs of such audit.

7. MANUFACTURE AND SUPPLY.

     7.1. Commencing on the execution date of this Agreement and thereafter during the term of this Agreement, Argyll Biotech (or its affiliates) shall be responsible for the manufacture of all requirements of SF-1019 for clinical and commercial use pursuant to this Agreement, including, without limitation, all product labeling and other package inserts and materials required by the applicable Regulatory Authorities. Argyll Biotech shall use commercially reasonable efforts to ensure that all services, facilities and goods used in connection with such manufacture comply with the applicable Manufacturing Standards in effect from time to time.

     7.2. Argyll Biotech shall supply Immunosyn with all of Immunosyn’s requirements for SF-1019 for commercial use (which shall be deemed to include all of the requirements of Immunosyn’s distributors), and Immunosyn shall purchase from Argyll Biotech all of such requirements for SF-1019. Immunosyn shall place orders for the requirements of its distributors, and either have Argyll Biotech ship directly to such distributors or to Immunosyn for its reshipment to such distributors.

     7.3. The purchase price for all SF-1019 product supplied by Argyll Biotech to Immunosyn pursuant to this Section 7 for commercial use shall be determined by Argyll Biotech in its reasonable discretion to include its fully burdened manufacturing cost, research and development expense, administrative overhead and standard mark-up customary for similar products and manufacturers within Argyll Biotech’s industry, mark-up which shall be agreed to by both parties. In the event the parties fail to reach agreement on Argyll Biotech’s mark-up, after direct in-person negotiations between the parties’ chief executive officers, a determination of the appropriate “standard mark-up” will be referred to arbitration in accordance with this agreement.

     7.4. (a) All quantities of the SF-1019 product supplied by Argyll Biotech pursuant to this Section 7 will comply in all material respects with the specifications agreed upon by the parties and all applicable Manufacturing Standards and shall adhere in all material respects to all applicable governmental laws and regulations relating to the manufacture, sale and shipment of each shipment of the SF-1019 product at the time it is shipped by Argyll Biotech hereunder.

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License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

          (b) Argyll Biotech shall conduct, or cause to be conducted, quality control testing of SF-1019 prior to shipment, in accordance with the agreed-upon specifications and applicable Manufacturing Standards as are in effect from time to time and such other quality control testing procedures adopted by Argyll Biotech from time-to-time (collectively, the “Testing Methods”). Initially and until decided otherwise, the Testing Methods shall include and Argyll Biotech shall undertake all FDA required release testing. Argyll Biotech shall retain records pertaining to such testing. Each shipment of SF-1019 hereunder shall be accompanied by a certified quality control protocol and certificate of analysis for each lot of SF-1019 therein as well as such customs and other documentation as is necessary or appropriate.

          (c) Immunosyn shall have the right, at reasonable times and upon reasonable notice, to inspect all facilities at which SF-1019 is manufactured pursuant to this Section 7 for compliance with cGMP, subject to existing agreements with third party manufacturers.

     7.5. (a) Immunosyn may test or cause to be tested SF-1019 supplied under this Section 7 in accordance with Immunosyn’s customary procedures within 30 days of its receipt at Immunosyn’s facility or that its designee. Immunosyn or its designee shall have the right to reject any shipment of SF-1019 made to it under this Agreement that does not meet the agreed-upon specifications and applicable Manufacturing Standards in any material respects when received by it at such destination when tested in accordance with the Testing Methods. All claims by Immunosyn of non-conforming SF-1019 shall be deemed waived unless made by Immunosyn in writing and received by Argyll Biotech within such 30-day period.

          (b) All claims of non-conforming SF-1019 shall be accompanied by a report of analysis (including a sample of the SF-1019 from the batch analyzed) of the allegedly non-conforming SF-1019 that shall have been made by Immunosyn or its designee, using the Testing Methods. Argyll Biotech shall promptly undertake its own analysis of such sample after receiving such claim and report from Immunosyn. If, after its own analysis, Argyll Biotech does not confirm such non-conformity, it shall submit the disputed SF-1019 to an independent testing laboratory, to be agreed upon by Immunosyn, for testing in accordance with the Testing Methods. The findings of such laboratory shall be binding on the Parties, absent manifest error. Expenses of such independent testing shall be borne by either Immunosyn or Argyll Biotech depending on which such Party initial findings are contradicted by the independent laboratory. In the event that any SF-1019 shipment or batch thereof is ultimately agreed or found not to meet the agreed upon specifications and/or applicable Manufacturing Standards, Argyll Biotech agrees to replace such shipment or batch with conforming SF-1019 and pay for all reasonable out-of-pocket expenses incurred by Immunosyn and Argyll Biotech in connection with shipping and/or storing such replacement SF-1019 and storing the non-conforming SF-1019. Such replacement shipment of SF-1019 shall be treated as a new, additional shipment of SF-1019 (that will be separately invoiced by Argyll Biotech) for all purposes, including

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License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

measuring its conformity to the agreed upon specifications and applicable Manufacturing Standards and Immunosyn’s payment for such additional shipment. Immunosyn shall return any such rejected shipment to Argyll Biotech if so instructed by Argyll Biotech, at Argyll Biotech’s expense. In the event that any SF-1019 shipment or batch thereof is ultimately agreed or found to meet the agreed upon specifications and applicable Manufacturing Standards, Immunosyn shall accept and pay for such shipment or batch.

          (c) Upon Argyll Biotech’s receipt of a claim that a shipment or batch thereof of SF-1019 does not meet the agreed upon specifications and/or applicable Manufacturing Standards, Argyll Biotech shall use commercially reasonable efforts to replace such shipment or batch thereof with an additional shipment of SF-1019 that does conform to such standards as soon as practicable.

     7.6. The Parties acknowledge and agree that Argyll Biotech currently obtains SF-1019 through contractual arrangements with a third party manufacturer. Upon the execution and delivery of this Agreement, Argyll Biotech shall and hereby does represent and warrant that, to the knowledge of Argyll Biotech, it is not in breach under any such contracts and that data and information provided to Immunosyn by Argyll Biotech relating to such contracts is accurate and complete in all material respects and contains no material errors or omissions.

     7.7. (a) Argyll Biotech shall notify Immunosyn (i) as promptly as possible, but in no event more than ten days after Argyll Biotech’s receipt of a firm order for SF-1019 from Immunosyn, or (ii) immediately upon becoming aware that Argyll Biotech is unable to supply the quantity of SF-1019 to Immunosyn that Argyll Biotech is required to supply hereunder, if Argyll Biotech is unable to supply such quantities of SF-1019. In such event, Argyll Biotech shall implement all commercially reasonable efforts to remedy such shortage, including through the use of third party manufacturers for all or a portion of such quantities of SF-1019, as determined are necessary by Argyll Biotech and Immunosyn.

          (b) In the event that Argyll Biotech is unable to supply Immunosyn’s requirements of SF-1019 due to force majeure or otherwise, Argyll Biotech shall allocate the SF-1019 that Argyll Biotech has in inventory and that Argyll Biotech is able to produce among the quantities of all such requirements, so that Immunosyn receives at least its proportionate share of such available supplies, as determined from reasonable forecasts (taking into consideration past sales and sales performance against forecast) and orders for SF-1019.

     7.8. All purchases by Immunosyn shall be made pursuant to written purchase orders which shall be accepted by Argyll provided they comply with the terms of this Agreement. The printed terms on any purchase order or order acknowledgement which would otherwise modify, supplement or affect the terms of this Agreement shall be of no force or effect. Argyll shall not be required to deliver quantities which have not been

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License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

scheduled by Immunosyn in written forecasts submitted to Argyll at least three months prior to the expected date of delivery. All shipments shall be delivered by Argyll at its place of manufacturing, and Immunosyn shall be responsible for arranging and payment of all costs of shipment and delivery to destination, including export and import.

8. OWNERSHIP; PATENTS; TRADEMARKS.

     8.1. Argyll Biotech shall have all right, title and interest in and to the patents, know-how, and trademarks related in any manner whatsoever to the development, manufacture, marketing, distribution, sale, import, use or support of SF-1019, whether in existence on the execution date of this Agreement or developed during the term of this Agreement, subject only to the rights granted to Immunosyn pursuant to this Agreement. All new or useful process, manufacture, compound, composition of matter, improvements, discoveries, claims, formulae, processes, trade secrets, technologies and know-how, to the extent relating to, derived from and useful for the manufacture, use or sale of the SF-1019 Product (including, without limitation, the formulation, delivery or use thereof in the commercial marketplace), including, without limitation, synthesis, preparation, recovery and purification processes and techniques, control methods and assays, chemical data, toxicological and pharmacological data and techniques, clinical data, medical uses, product forms and product formulations and specifications, whether patentable or unpatentable, that is conceived or first reduced to practice or demonstrated to have utility during the term of this Agreement, including all documentation thereof in written or electronic media (collectively, the “Inventions”) developed by any party or jointly by Argyll Biotech and Immunosyn shall be owned by Argyll Biotech, except for Inventions developed solely by Immunosyn which have general utility in connection with other products and/or compounds in addition to the SF-1019 product, but only to the extent of their utility for products other than SF-1019, in which case Immunosyn shall own such Inventions (“Immunosyn Inventions”). To the extent necessary to effectuate the foregoing, Immunosyn shall take any action reasonably necessary to confirm Argyll Biotech’s ownership pursuant to the foregoing.

     8.2. (a) Argyll Biotech shall have full responsibility for, and shall control the preparation and prosecution of, all patent applications and the maintenance of all patents relating to the SF-1019 technology throughout the world. In connection therewith, Argyll Biotech shall generally consult with Immunosyn on all future filings with respect to patents and the prosecution and maintenance of such patents, including where appropriate or reasonably requested by Immunosyn, providing copies to Immunosyn of any such filings made to, and written communications received from, any patent office relating, in whole or in part, to patents. Argyll Biotech shall pay all costs and expenses of filing, prosecuting and maintaining patents covering Inventions arising from the SF-1019 technology. Immunosyn shall have full responsibility for, and shall control the preparation and prosecution of, all patent applications and the maintenance of all patents relating to Immunosyn Inventions throughout the world. In connection therewith, Immunosyn shall generally consult with Argyll Biotech on all future filings with respect

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License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

to such patents and the prosecution and maintenance of such patents, including where appropriate or reasonably requested by Argyll Biotech, providing copies to Argyll Biotech of any such filings made to, and written communications received from, any patent office relating, in whole or in part, to such patents. Immunosyn shall pay all costs and expenses of filing, prosecuting and maintaining patents covering Immunosyn Inventions. Notwithstanding the foregoing, Argyll Biotech shall not have the right to file patent applications or maintain patents for Immunosyn Inventions, regardless of whether such Immunosyn Inventions relate to the SF-1019 technology. Argyll Biotech shall have a perpetual, worldwide, royalty free license, including the right to sublicense and grant sublicensing rights to third parties, for all Immunosyn Inventions for the purpose of using, improving, manufacturing (including the right to have made), importing and selling SF-1019, including all of its improved versions.

          (b) The parties agree to cooperate with each other to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the preparation, prosecution, maintenance and enforcement of all such patents and patent applications pursuant to this Agreement.

     8.3. (a) If any party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an “infringement”) by a third party with respect to any SF-1019 technology or any trademark in any territory throughout the world, such party shall promptly notify the other parties and shall provide such other parties with available evidence of such infringement.

          (b) Argyll Biotech shall have the first right, but not the duty, to institute patent or trademark infringement actions against third parties based on any SF-1019 technology or trademark. If Argyll Biotech does not institute an infringement proceeding against an offending third party within 180 days of learning of such infringement or, in the event that a third party files a paragraph IV certification relating to any patent pursuant to 21 U.S.C. ss.355(j)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any successor statute), if Argyll Biotech does not institute an infringement proceeding against such third party within 30 days of receipt of notice of such paragraph IV certification, Immunosyn shall have the right, but not the duty, to institute such an action with respect to any infringement by such third party; provided that Immunosyn may not enter into any settlement, consent judgment or other voluntary final disposition of such action which adversely effects any SF-1019 technology or trademark without the prior written consent of Argyll Biotech, which will not be unreasonably withheld. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the party instituting the action, or, if the parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the parties in such proportions as they may agree in writing. Each party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other party to institute and prosecute such infringement actions and shall otherwise cooperate in the

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Immunosyn Corporation

institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Each party prosecuting any such infringement actions shall keep the other party reasonably informed as to the status of such actions. Any award paid by a third party as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse the parties for all costs and expenses incurred by the parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: (i) if Argyll Biotech has instituted and maintained such action alone, Argyll Biotech shall be entitled to retain such remaining funds; (ii) if Immunosyn has instituted and maintained such action alone, Immunosyn shall be entitled to retain such remaining funds; or (iii) if the parties have cooperated in instituting and maintaining such action, the parties shall allocate such remaining funds between themselves in the same proportion as they have agreed to bear the expenses of instituting and maintaining such action.

          (c) Immunosyn shall have the first right, but not the duty, to institute patent infringement actions against third parties based on the use of Immunosyn Inventions which are used in the development, use, manufacture, distribution, promotion and/or sale of the SF-1019 product. If Immunosyn does not institute an infringement proceeding against an offending third party within 180 days of learning of such infringement or, in the event that a third party files a paragraph IV certification relating to any Immunosyn Inventions pursuant to 21 U.S.C. ss.355(j)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any successor statute), if Immunosyn does not institute an infringement proceeding against such third party within 30 days of receipt of notice of such paragraph IV certification, Argyll Biotech shall have the right, but not the duty, to institute such an action with respect to any infringement by such third party; provided that Argyll Biotech may not enter into any settlement, consent judgment or other voluntary final disposition of such action which adversely effects any Immunosyn Inventions without the prior written consent of Immunosyn, which will not be unreasonably withheld. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the party instituting the action, or, if the parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the parties in such proportions as they may agree in writing. Each party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Each party prosecuting any such infringement actions shall keep the other party reasonably informed as to the status of such actions. Any award paid by a third party as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse the parties for all costs and expenses incurred by the parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: (i) if Immunosyn has instituted and maintained such action alone, Immunosyn shall be entitled to retain such remaining funds; (ii) if Argyll Biotech has instituted and maintained such action alone, Argyll Biotech shall be entitled to retain such

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Immunosyn Corporation

remaining funds; or (iii) if the parties have cooperated in instituting and maintaining such action, the parties shall allocate such remaining funds between themselves in the same proportion as they have agreed to bear the expenses of instituting and maintaining such action.

     8.4. (a) In the event of the institution or threatened institution of any suit by a third party against Immunosyn for patent or trademark infringement involving the manufacture, use, distribution, sale or marketing of the SF-1019 product, Immunosyn shall promptly notify Argyll Biotech in writing of such suit. Argyll Biotech shall be required to diligently defend such suit at its own expense shall control the defense of such action and, subject to Section 8.4(c), shall be responsible for all damages incurred as a result thereof and shall indemnify Immunosyn in connection therewith. Immunosyn hereby agrees to assist and cooperate with Argyll Biotech, at Argyll Biotech’s reasonable request and expense, in the defense of any suit related to the SF-1019 Technology or trademarks (including, without limitation, consenting to being named as a nominal party thereto). During the pendency of such action and thereafter, Immunosyn shall continue to make all payments due under this Agreement. If Argyll Biotech finally prevails and receives an award from such third party as a result of such action (whether by way of judgment, award, decree, settlement or otherwise), such award shall be retained entirely by Argyll Biotech.

          (b) In the event of the institution or threatened institution of any suit by a third party against Immunosyn for patent infringement involving the Immunosyn Inventions which are used in the development, use, manufacture, distribution, promotion and/or sale of the SF-1019 product, Immunosyn shall promptly notify Argyll Biotech in writing of such suit. Immunosyn shall be required to diligently defend such suit at its own expense, shall control the defense of such action and shall be responsible for all payment of damages incurred as a result thereof (or payment of any license fees incurred in connection with any license obtained by the parties from such third party); provided that (A) to the extent that such suit relates to Immunosyn Inventions used solely by Argyll Biotech, Argyll Biotech shall diligently defend such suit at its own expense, shall control the defense of such action and shall be responsible for all payment of damages incurred as a result thereof (or payment of any license fees incurred in connection with any license obtained by Argyll Biotech from such third party) and (B) to the extent that such suit relates to Immunosyn Inventions used by both Immunosyn and Argyll Biotech, the parties shall cooperate in the defense of such action and shall be responsible for payment of damages incurred as a result thereof (or payment of any license fees incurred in connection with any license obtained by the parties from such third party) on a basis which is proportionate to their relative usage (as reflected by sales and similar objective criteria) of such Immunosyn Inventions. In the event that a party is solely responsible for defending an action involving Immunosyn Inventions, the other party shall assist and cooperate with such party, at such party’s reasonable request and expense. If a party which is solely responsible for defending an action involving Immunosyn Inventions finally prevails and receives an award from such third party as a result of such action

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Immunosyn Corporation

(whether by way of judgment, award, decree, settlement or otherwise), such award shall be retained entirely by such party. If the parties cooperate in the defense of an action involving Immunosyn Inventions pursuant to (B) above and such parties finally prevail and receive an award from such third party as a result of such action (whether by way of judgment, award, decree, settlement or otherwise), such award shall be shared on an equitable basis by the parties.

          (c) In the event that Argyll Biotech (A) determines that a license under third party patents or trademarks should be obtained to avoid infringement of such third party patents or trademarks in order to make, have made, use or sell the SF-1019 product in any country(ies) in the world, or royalties should be paid to such third party in respect of sales of such product anywhere in the world, or (B) if Argyll Biotech or Immunosyn finally loses and is required to pay damages or an award to a third party as a result of an action commenced under Section 8.4(a) (whether by way of judgment, award, decree, settlement or otherwise); then the Royalty and purchase price for the SF-1019 Product due from Immunosyn to Argyll Biotech pursuant to Sections 5.1 shall be increased by an amount sufficient to reimburse Argyll Biotech for the amount of such damages within a period not to exceed three years.

9. PUBLICATION; CONFIDENTIALITY

     9.1. The parties recognize that each may wish to publish the results of their work (or the work of any Argyll Team member) relating to the subject matter of this Agreement. However, the parties also recognize the importance of acquiring patent protection. Consequently, subject to any applicable laws or regulations obligating any party to do otherwise, any proposed publication by any party (including the Argyll Team members) shall comply with this Section 9. All publications, whether written or oral, shall be prepared in accordance with the joint publication strategy established and approved jointly by Argyll Biotech and Immunosyn. At least 45 days before a manuscript is to be submitted to a publisher, the publishing party will provide the other party with a copy of the manuscript. If the publishing party wishes to make an oral presentation, it will provide the other party with a summary of such presentation at least 30 days before such oral presentation and, if an abstract is to be published, 30 days before such abstract is to be submitted. Any oral presentation, including any question period, shall not include any Confidential Information (as defined below) unless the parties otherwise mutually agree in writing in advance of such oral presentation.

     9.2. Argyll Biotech and Immunosyn will each review the manuscript, abstract, text or any other material provided to it under Section 9.1 to determine whether patentable subject matter is disclosed. The non-publishing party will notify the publishing party within 30 days of receipt of the proposed publication if the non-publishing party, in good faith, determines that patentable subject matter is or may be disclosed, or if, in good faith, it believes Confidential Information is or may be disclosed. If it is determined by the non-publishing party that patent applications should be filed, the publishing party shall delay

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Immunosyn Corporation

its publication or presentation for a period not to exceed 60 days from the non-publishing party’s receipt of the proposed publication or presentation to allow time for the filing of patent applications covering patentable subject matter. In the event that the delay needed to complete the filing of any necessary patent application will exceed the 60-day period, the parties will discuss the need for obtaining an extension of the publication delay beyond the 60-day period. If it is determined in good faith that Confidential Information or proprietary information is being disclosed, the parties will consult in good faith to arrive at an agreement on mutually acceptable modifications to the proposed publication or presentation to avoid such disclosure.

     9.3. The parties agree to the terms of the Confidentiality and Non Disclosure Agreement annexed to this Agreement as Attachment “A”. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the parties agree that, during the term of this Agreement and for ten years thereafter, the receiving party, its affiliates and its licensees shall ensure that their respective employees, officers, directors and other representatives shall keep completely confidential and not publish or otherwise disclose and not use for any purpose any information furnished to it or them by the disclosing party, its affiliates or its licensees or developed under or in connection with this Agreement, including the terms of this Agreement, except to the extent that it can be established by the receiving party by competent proof that such information: (i) was already known to the receiving party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving party in breach of this Agreement; or (iv) was disclosed to the receiving party, other than under an obligation of confidentiality, by a third party who had no obligation to the disclosing party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, shall be deemed “Confidential Information”).

     9.4. The restrictions contained in Section 9.3 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of regulatory approval for the SF-1019 Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the recipient to third parties under confidentiality provisions at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing, or marketing trials; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction; provided that if a party is required to make any such disclosure of disclosing party’s Confidential Information such party will, except where impracticable for necessary disclosures (for example, to physicians conducting studies or to health authorities), give reasonable advance notice to the disclosing party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of

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Immunosyn Corporation

such Confidential Information required to be disclosed.

     9.5. Each party shall use, and cause each of its affiliates and its licensees to use, any Confidential Information obtained by such party from the disclosing party, its affiliates or its licensees, pursuant to this Agreement or otherwise, solely in connection with the activities or transactions contemplated hereby.

     9.6. Each party shall be entitled, in addition to any other right or remedy it may have, at law or in equity, to an injunction, without the posting of any bond or other security, enjoining or restraining the disclosing party, its affiliates and/or its licensees from any violation or threatened violation of this Section 9.

10 REPRESENTATIONS AND WARRANTIES.

     10.1. Each party represents and warrants to the other parties, as of the execution date of this Agreement, that:

          (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;

          (b) Such party has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement and has full power and authority to enter into this Agreement and perform its obligations under this Agreement; and

          (c) This Agreement has been duly executed by such party and constitutes a valid and legally binding obligation of such party, enforceable in accordance with its terms, subject to and limited by: (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws generally applicable to creditors’ rights; and (ii) judicial discretion in the availability of equitable relief.

          (d) Such party is not required to obtain the consent, approval, order, or authorization of any third party, or complete any registration, qualification, designation, declaration or filing with, any federal, state, local, or provincial governmental authority, in connection with the execution and delivery of this Agreement and the performance by such party of its obligations under this Agreement, including, without limitation, the grant of rights to the other parties pursuant to this Agreement, or such party has done so; and

          (e) The execution and delivery of this Agreement, and the performance by such other party of its obligations under this Agreement, including without limitation the grant of rights to the other parties pursuant to this Agreement, will not: (i) conflict with, nor result in any violation of or default under any such instrument, judgment, order, writ, decree, contract or provision; (ii) give rise to any event that results in the creation of any

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Immunosyn Corporation

lien, charge or encumbrance upon any assets of such party or the suspension, revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval that applies to such party, its business or operations or any of its assets or properties; or (iii) conflict with any rights granted by such party to any third party or breach any obligation that such party has to any third party.

     10.2. Argyll Biotech represents and warrants to Immunosyn, as of the execution date of this Agreement, that:

          (a) Argyll Biotech is the owner of, or has exclusive rights to, all of the patents and trademarks in existence necessary to produce and manufacture the SF-1019 product for the Licensed Use, and has the exclusive right to grant the rights granted under this Agreement therefor. To the knowledge of Argyll Biotech, all of such patents and trademarks are valid, in full force and effect and have been maintained to date, and are not the subject of any interference or opposition proceedings;

          (b) To the knowledge of Argyll Biotech, Argyll Biotech (i) is not aware of any asserted or unasserted claims, interferences, oppositions or demands of any third party against the SF-1019 technology or the trademarks in existence as of the execution date of this Agreement; and (ii) to the knowledge of Argyll Biotech, the Parties’ practice of any invention claimed in such patents or the exercise of any rights to the SF-1019 technology or the trademarks as contemplated by this Agreement will not infringe any patent or other intellectual property right of any third party;

          (c) To the knowledge of Argyll Biotech, Argyll Biotech has rights to all of the know-how relating to the manufacture and use of the SF-1019 product in existence on the execution date of this Agreement and the right to grant all rights with respect thereto granted to Immunosyn pursuant to this Agreement;

          (d) To the knowledge of Argyll Biotech, Immunosyn’s marketing, sale and distribution of the SF-1019 product for the Licensed Use, in accordance with the terms of this Agreement, would not infringe upon or conflict with any patent or other proprietary rights of any third party; and

          (e) To the knowledge of Argyll Biotech, all of the data and information provided to Immunosyn by Argyll Biotech relating to the SF-1019 technology and the trademarks is accurate and complete in all material respects and contains no material errors or omissions.

     10.3. Only to the extent Argyll Biotech’s representations and warranties set forth in Section 10.2(e) are true and correct, Immunosyn represents and warrants to Argyll Biotech, as of the execution date of this Agreement, that it has utilized its own scientific, marketing and distribution expertise and experience to analyze and evaluate both the scientific and commercial value of SF-1019 product and has solely relied on such

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Immunosyn Corporation

analysis and evaluations in deciding to enter into this Agreement.

11 RECALL; INDEMNIFICATION.

     11.1. In the event that either party learns that any regulatory authority in any country has alleged or proved that the SF-1019 product does not comply with applicable rules and regulations in such country, it shall notify the other party immediately. Argyll Biotech shall conduct any appropriate investigation and shall make a determination as to the disposition of any such matter. If Immunosyn is required or if Argyll Biotech should deem it appropriate to recall any SF-1019 product, Argyll Biotech shall bear the costs and expenses associated with such recall, unless the predominant cause of such recall results from Immunosyn’s willful wrongdoing or negligence, in which case Immunosyn shall bear all costs and expenses associated with such recall.

     11.2. Immunosyn shall indemnify, defend and hold harmless Argyll Biotech, the Argyll Team, and their respective affiliates, and their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) to the extent arising out of or resulting from:

          (a) negligence, recklessness or wrongful intentional acts or omissions of Immunosyn or its affiliates, and their respective directors, officers, employees and agents, in connection with the work performed by Immunosyn under the clinical development plans or the fulfillment of Immunosyn’s obligations under the marketing plans; or

          (b) any use, distribution or sale of the SF-1019 product by Immunosyn or its affiliates or due to any negligence, recklessness, or wrongful intentional acts or omissions by or strict liability of, Immunosyn or its affiliates and their respective directors, officers, employees and agents.

     11.3. Argyll Biotech shall indemnify, defend and hold harmless Immunosyn and its affiliates, and their directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) to the extent arising out of or resulting from:

          (a) negligence, recklessness or wrongful intentional acts or omissions of Argyll Biotech, the Argyll Team, or their respective affiliates, and their respective directors, officers, employees and agents, in connection with Argyll Biotech’s fulfillment of its obligations under the clinical development plans or the fulfillment of Argyll Biotech’s rights or obligations under the marketing plans;

          (b) failure of SF-1019 to meet the agreed upon specifications and/or applicable Manufacturing Standards or use of SF-1019 products or promotion of that product not in conformity with product labeling, by Argyll Biotech, the Argyll Team, or their respective

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License Agreement September, 2006
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Immunosyn Corporation

affiliates, or due to any negligence, recklessness or wrongful intentional acts or omissions by, or strict liability of, Argyll Biotech, the Argyll Team, or their respective affiliates, and their respective directors, officers, employees and agents; or

          (c) any breach of any representation or warranty made by Argyll Biotech under Section 10.1 or 10.2.

     11.4. In the event that any person (an “Indemnitee”) entitled to indemnification under Section 11.2 or 11.3 is seeking such indemnification, such Indemnitee shall inform the indemnifying party of the claim as soon as reasonably practicable after such Indemnitee receives notice of such claim, shall permit the indemnifying party to assume direction and control of the defense of the claim (including the sole right to settle it at the sole discretion of the indemnifying party, provided that such settlement does not impose any obligation on, or otherwise adversely affect, the Indemnitee or any of the other parties) and shall cooperate as requested (at the expense of the indemnifying party) in the defense of the claim.

     11.5. As the parties intend complete indemnification, all costs and expenses incurred by an Indemnitee in connection with enforcement of Sections 11.2 and 11.3 shall also be reimbursed by the indemnifying party.

12 TERM; TERMINATION.

     12.1. This Agreement shall become effective as of the execution date of this Agreement and, unless earlier terminated pursuant to the other provisions of this Section 12, shall expire on the date on which the sale of the SF-1019 product ceases to be covered by a valid patent claim owned by Argyll covering SF-1019 in any country.

     12.2. Argyll Biotech may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in the event that Immunosyn shall have materially breached or defaulted in the performance of any of its material obligations hereunder, and such default shall have continued for 180 days after written notice thereof was provided to Immunosyn by Argyll Biotech (or, if such default cannot be cured within such 180-day period, if Immunosyn Party does not commence and diligently continue actions to cure such default during such 180-day period). Any such termination shall become effective at the end of such 180-day period unless Immunosyn has cured any such breach or default prior to the expiration of such 180-day period (or, if such default cannot be cured within such 180-day period, if Immunosyn has commenced and diligently continued actions to cure such default). The right of Argyll Biotech to terminate this Agreement, as provided in this Section 12.2 shall not be affected in any way by its waiver or failure to take action with respect to any previous default.

     12.3. Immunosyn shall have the right to terminate this Agreement in the event that it determines, in its reasonable discretion and after thorough review and analysis, that there

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Immunosyn Corporation

exists a significant concern regarding a regulatory or patient safety issue that would seriously impact the long term viability of the SF-1019 product. The Agreement shall immediately terminate upon a non-rebutted, conclusive finding by Immunosyn that there exists a significant concern regarding a regulatory or patient safety issue that would seriously impact such long term viability. In the event of such termination, any remaining obligation of Immunosyn to pay the Royalty shall immediately terminate and Argyll Biotech shall have no claim therefore; provided, however, that Argyll Biotech shall have no liability in such event to return or repay any portion of the License Fee previously paid to it by Immunosyn.

     12.4. If this Agreement expires pursuant to its terms or is terminated by any party pursuant to this Section 12, in addition to any other remedies available to the parties at law or in equity: (i) Immunosyn shall promptly transfer to Argyll Biotech copies of all data, reports, records and materials in their possession or control that relate to the SF-1019 Product and return to Argyll Biotech all relevant records and materials in its possession or control containing Confidential Information of Argyll Biotech (provided that Immunosyn may keep one copy of such Confidential Information of Argyll Biotech for archival purposes only); and (ii) Argyll Biotech shall promptly return to Immunosyn all relevant records and materials in Argyll Biotech’s possession or control containing Confidential Information of Immunosyn (provided that the Argyll Biotech may keep one copy of such Confidential Information of Immunosyn for archival purposes only).

13 FORCE MAJEURE.

     13.1. Neither of the parties shall be held liable or responsible to the other party nor be deemed to be in default under, or in breach of any provision of, this Agreement for failure or delay in fulfilling or performing any obligation of this Agreement when such failure or delay is due to force majeure, and without the fault or negligence of the party so failing or delaying. For purposes of this Agreement, force majeure is defined as causes beyond the control of the party, including, without limitation, acts of God; acts, regulations, or laws of any government; war; civil commotion; destruction of production facilities or materials by fire, flood, earthquake, explosion or storm; labor disturbances; epidemic; and failure of public utilities or common carriers. In such event Argyll Biotech or Immunosyn, as the case may be, shall immediately notify the other party of such inability and of the period for which such inability is expected to continue. The party giving such notice shall thereupon be excused from such of its obligations under this Agreement as it is thereby disabled from performing for so long as it is so disabled and the 30 days thereafter. To the extent possible, each party shall use reasonable efforts to minimize the duration of any force majeure.

14 DISPUTE RESOLUTION.

     14.1. Subject to the arbitration agreement in Section 14.2, the federal and state courts having jurisdiction over San Diego County, California shall have exclusive jurisdiction

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Immunosyn Corporation

and venue over all judicial proceedings involving the parties under this Agreement. Both parties agree to the exclusive personal jurisdiction of said courts.

     14.2. In the event of any dispute arising out of or related in any way whatsoever to this Agreement, the parties agree to submit all such disputes to a confidential, binding arbitration in accordance with California law in the City of San Diego. A party may initiate arbitration by serving the other party with written notice making reference to this Agreement, describing the dispute to be arbitrated, and naming its arbitrator. The party receiving the notice shall respond in writing within fourteen (14) business days by naming its arbitrator and describing any additional disputes or counterclaims it wishes to have resolved. The two parties’ arbitrators shall then appoint a third arbitrator who shall serve as the chairman of the proceedings. In the event the party receiving the initial notice fails to nominate its arbitrator within the specified time period, the arbitrator appointed by the party initiating the arbitration shall serve as the sole arbitrator with power to make a decision and render a binding award. All arbitrators appointed in accordance with this Agreement shall be experienced in the field of licensing biotechnology, and the chairman shall be an attorney having experience litigating in said field. The award may be confirmed by any court having jurisdiction over the parties.

15 MISCELLANEOUS.

     15.1. Nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency, employer-employee or joint venture relationship between the parties. No Party shall incur any debts or make any commitments for the other, except to the extent, if at all, specifically provided herein.

     15.2. No party shall be entitled to assign its rights or delegate its obligations hereunder without the express written consent of the other party, except that Argyll Biotech may assign its rights and transfer its duties hereunder, without the consent of Immunosyn, to (A) a directly or indirectly wholly-owned subsidiary of Argyll Biotech, or (B) to any assignee of all or substantially all of its business (or that portion of its overall business of which this Agreement is a part (e.g. all of its biopharmaceutical business).

     15.3. Any books and records to be maintained under this Agreement by a party or its affiliates shall be maintained in accordance with generally accepted accounting principles.

     15.4. Solely to the extent necessary to allow any party to use it rights and perform its obligations under this Agreement, each party hereby grants to the other party and its affiliates the rights to use patents, know-how and Immunosyn Inventions (as applicable) in accordance with this Agreement. Each party shall execute, acknowledge and deliver such further instruments, and do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

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     15.5. (a) Any notice, request or other communication required or permitted to be given under or in connection with this Agreement shall be deemed to have been sufficiently given if in writing and personally delivered or sent by certified mail (return receipt requested), facsimile transmission (receipt verified), or overnight express courier service (signature required), prepaid, to the party for which such notice is intended, at the address set forth for such party below:

In the case of Argyll Biotech, to:

Argyll Biotechnologies, LLC
4225 Executive Square
Suite 260
La Jolla, CA 92037

ATTN: Gregory Witz, CFO

In the case of Immunosyn, to:

Immunosyn Merger Corporation
4225 Executive Square
Suite 260
La Jolla, California 92037

ATTN: Kent Norton, President

or to such other address for such party as it shall have specified by like notice to the other Party, provided that notices of a change of address shall be effective only upon receipt thereof. If notice is delivered personally or by facsimile transmission, the date of delivery shall be deemed to be the date on which such notice or request was given. If sent by overnight express courier service, the date of delivery shall be deemed to be the next business day after such notice or request was deposited with such service. If sent by certified mail, the date of delivery shall be deemed to be the third business day after such notice or request was deposited with the U.S. Postal Service.

     15.6. Except as otherwise provided herein, Argyll Biotech and Immunosyn shall not have any right, express or implied, to use in any manner the name or other designation of the other or any other trade name, trademark or logos of the other party for any purpose in connection with the performance of this Agreement.

     15.7. Except as otherwise provided herein, neither Argyll Biotech no Immunosyn shall make any public announcement concerning this Agreement or the subject matter hereof without first consulting with the other party and providing such party with a reasonable opportunity to comment on such proposed public announcement.

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     15.8. A waiver by any party of any of the terms and conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach hereof. All rights, remedies, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of any party.

     15.9. Nothing in this Agreement shall be deemed to permit a party to export, reexport or otherwise transfer any SF-1019 product sold under this Agreement without compliance with applicable laws.

     15.10. When possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement, provided such invalid term is not fundamental to the Parties’ Agreement.

     15.11. No amendment, modification or supplement of any provisions of this Agreement shall be valid or effective unless made in writing and signed by a duly authorized officer of each party.

     15.12. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California as if the dispute arose in California between citizens of California without regard to any conflicts of law principles that might otherwise apply.

     15.13. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

     15.14. All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective permitted successors and assigns.

     15.15. This Agreement may be executed simultaneously in any number of counterparts, any one of which need not contain the signature of more than one party but all such counterparts taken together shall constitute one and the same agreement.

     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed by its duly authorized representative as of the day and year first above written.

- 29 -

License Agreement September, 2006
Argyll Biotechnologies LLC
Immunosyn Corporation

ARGYLL BIOTECHNOLOGIES, LLC
By:
	James T. Miceli
	CEO
IMMUNOSYN CORPORATION
By:
	Kent Norton
	President

- 30 -

EX-10.2

Exhibit 10.2

Lock-Up Agreement

                    , 2006

Immunosyn Corporation
4225 Executive Square, Suite 260
La Jolla, California 92037

     Re: Offering of Common Stock

Dear Sirs:

     In order to induce Immunosyn Corporation, a Delaware corporation (the “Company”), to register my shares of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), the undersigned hereby agrees that for a period of twelve (12) months following the effective date of the prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission in connection with such offering, the undersigned will not, without the prior written consent of the Company, directly or indirectly:

     (i) offer, sell, assign, transfer, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise dispose of, any shares of Common Stock including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934, as the same may be amended or supplemented from time to time, or securities convertible into or exercisable or exchangeable for Common Stock (collectively, the "Shares”),

     (ii) enter into any swap, hedge or similar agreement or arrangement that transfers to another, in whole or in part, any of the economic risk of ownership of theShares, or

     (iii) engage in any short selling of the Shares.

Nothing contained herein will be deemed to restrict or prohibit the transfer of the Shares (i) as a bona fide gift, provided the recipient thereof agrees in writing to be bound by the terms thereof (ii) as a distribution to partners, retired partners or the estates of such partners or retired partners or shareholders of the undersigned, provided that the distributees thereof agree in writing to be bound by the terms thereof, (iii) as a transfer into a revocable trust pursuant to the transferor’s estate plan, provided the trustee agrees on behalf of all beneficiaries of the trust that they shall be bound by the terms of this agreement.

     Any person to whom the Shares are transferred from the undersigned from and after the date hereof shall be bound by the terms of this Agreement.

     In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of legends and/or stop-transfer orders with the transfer agent of the Shares.

Shareholder’s Initials ____     

     The undersigned understands that the Company is relying upon this Agreement in proceeding towards registration of my Shares. The undersigned further understands that this Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

     Notwithstanding the foregoing, the Company will use reasonable efforts to arrange for a registered broker dealer to act as an agent (the “Agent”) for all shareholders who execute this Agreement (collectively “Selling Shareholders”), for the sale of their Shares unrestricted by this Agreement during the lock up period, on the following terms and conditions:

     1) During the lock-up period, Selling Shareholders may submit one or more limit orders to the Agent for sales of their Shares at prices desiginated by the Selling Shareholder. Such orders shall be deemed “good until cancelled”.

     2) ) The Agent will have sole discretion to determine at all times whether there is sufficient market support for any sales by the Selling Shareholders within their limit orders.

     3) If the Agent determines there is sufficient market interest, the Agent will attempt to execute the Selling Shareholders’ orders.

     4) If there is insufficient market interest in all of the Selling Shareholders’ Shares within a specific limit, the Agent will allocate the number of Shares sold among all of the Selling Shareholders on a proportionate basis in accordance with the number of each Selling Shareholder’s Shares offered at or above this limit.

     5) At any time during the lock-up the Company may declare a hold on the selling of all Shares by the Selling Shareholders provided such hold shall apply to all Selling Shareholders.

     The following parties and transactions shall not be subject to this Agreement:

(i) the sale or transfer of Shares by Argyll Biotechnologies LLC (“Argyll”) and its affiliates to accredited investors pursuant to the Private Placement Memorandum dated May 2006 for Offering Of 8% Convertible Notes of Argyll, as Supplemented; or

(ii) sales or transfers by Argyll Equities LLC.

     The Selling Shareholder further agrees to exceute any additional documents that the Company deems necessary to implement the transactions contemplated by this Agreement.

     [Signature Page Follows]

Shareholder’s Initials ____     

SIGNATURE BLOCK FOR A NATURAL PERSON

Name:
	Please Print

Date:

SIGNATURE BLOCK FOR A CORPORATION, PARTNERSHIP, TRUST OR OTHER ENTITY

Name of corporation, partnership, trust or other entity, including type of entity and jurisdiction of organization:

Please Print                     

By:
Name:
	Please Print
Title:
	Please Print

Date:

EX-10.3

Exhibit 10.3

IMMUNOSYN CORPORATION

2006 STOCK PLAN

     1. Purposes of the Plan. The purposes of this Immunosyn Corporation 2006 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code and the regulations and interpretations promulgated thereunder. Stock purchase rights may also be granted under the Plan.

     2. Definitions. As used herein, the following definitions shall apply:

          (a) “Administrator” means the Board or its Committee appointed pursuant to Section 4 of the Plan.

          (b) “Affiliate” means an entity other than a Subsidiary (as defined below) which, together with the Company, is under common control of a third person or entity.

          (c) “Applicable Laws” means the legal requirements relating to the administration of stock option and restricted stock purchase plans, including under applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, other U.S. federal and state laws, the Code, any Stock Exchange rules or regulations and the applicable laws, rules and regulations of any other country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan, as such laws, rules, regulations and requirements shall be in place from time to time.

          (d) “Board” means the Board of Directors of the Company.

          (e) “Cause” for termination of a Participant’s Continuous Service Status will exist if the Participant is terminated by the Company for any of the following reasons: (i) Participant’s willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy; (ii) Participant’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (iii) unauthorized use or disclosure by Participant of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Participant’s willful breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at any time as provided in Section 5(d) below, and the term “Company” will be interpreted to include any Subsidiary, Parent or Affiliate, as appropriate.

          (f) “Change of Control” means (1) a sale of all or substantially all of the Company’s assets, or (2) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company.

          (g) “Code” means the Internal Revenue Code of 1986, as amended.

          (h) “Committee” means one or more committees or subcommittees of the Board appointed by the Board to administer the Plan in accordance with Section 4 below.

          (i) “Common Stock” means the Common Stock of the Company.

          (j) “Company” means Immunosyn Corporation, a Delaware corporation.

          (k) “Consultant” means any person, including an advisor, who is engaged by the Company or any Parent, Subsidiary or Affiliate to render services and is compensated for such services, and any director of the Company whether compensated for such services or not.

          (l) “Continuous Service Status” means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Service Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Administrator, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Parents, Subsidiaries, Affiliates or their respective successors. A change in status from an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous Service Status.

          (m) “Corporate Transaction” means a sale of all or substantially all of the Company’s assets, or a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company.

          (n) “Director” means a member of the Board.

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          (o) “Employee” means any person employed by the Company or any Parent, Subsidiary or Affiliate, with the status of employment determined based upon such factors as are deemed appropriate by the Administrator in its discretion, subject to any requirements of the Code or the Applicable Laws. The payment by the Company of a director’s fee to a Director shall not be sufficient to constitute “employment” of such Director by the Company.

          (p) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          (q) “Fair Market Value” means, as of any date, the fair market value of the Common Stock, as determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. Whenever possible, the determination of Fair Market Value shall be based upon the closing price for the Shares as reported in the Wall Street Journal for the applicable date.

          (r) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code, as designated in the applicable Option Agreement.

          (s) “Involuntary Termination” means termination of a Participant’s Continuous Service Status under the following circumstances: (i) termination without Cause by the Company or a Subsidiary, Parent or Affiliate, as appropriate; or (ii) voluntary termination by the Participant within 90 days following (A) a material reduction in the Participant’s job responsibilities, provided that neither a mere change in title alone nor reassignment following a Change of Control to a position that is substantially similar to the position held prior to the Change of Control shall constitute a material reduction in job responsibilities; (B) relocation by the Company or a Subsidiary, Parent or Affiliate, as appropriate, of the Participant’s work site to a facility or location more than 50 miles from the Participant’s principal work site for the Company at the time of the Change of Control; or (C) a reduction in Participant’s then-current base salary by at least 20%, provided that an across-the-board reduction in the salary level of all other employees or consultants in positions similar to the Participant’s by the same percentage amount as part of a general salary level reduction shall not constitute such a salary reduction.

          (t) “Listed Security” means any security of the Company that is listed or approved for listing on a national securities exchange or designated or approved for designation as a national market system security on an inter-dealer quotation system by the National Association of Securities Dealers, Inc.

          (u) “Named Executive” means any individual who, on the last day of the Company’s fiscal year, is the chief executive officer of the Company (or is acting in such capacity) or among the four most highly compensated officers of the Company (other than the chief executive officer). Such officer status shall be determined pursuant to the executive compensation disclosure rules under the Exchange Act.

          (v) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable Option Agreement.

          (w) “Option” means a stock option granted pursuant to the Plan.

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          (x) “Option Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement, including, but not limited to, a notice of stock option grant and a form of exercise notice.

          (y) “Option Exchange Program” means a program approved by the Administrator whereby outstanding Options are exchanged for Options with a lower exercise price or are amended to decrease the exercise price as a result of a decline in the Fair Market Value of the Common Stock.

          (z) “Optioned Stock” means the Common Stock subject to an Option.

          (aa) “Optionee” means an Employee or Consultant who receives an Option.

          (bb) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code, or any successor provision.

          (cc) “Participant” means any holder of one or more Options or Stock Purchase Rights, or the Shares issuable or issued upon exercise of such awards, under the Plan.

          (dd) “Plan” means this 2006 Stock Plan.

          (ee) “Reporting Person” means an officer, Director, or greater than ten percent stockholder of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.

          (ff) “Restricted Stock” means Shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under Section 11 below.

          (gg) “Restricted Stock Purchase Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of a Stock Purchase Right granted under the Plan and includes any documents attached to such agreement.

          (hh) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision.

          (ii) “Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.

          (jj) “Stock Exchange” means any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time.

          (kk) “Stock Purchase Right” means the right to purchase Common Stock pursuant to Section 11 below.

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          (ll) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code, or any successor provision.

          (mm) “Ten Percent Holder” means a person who owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary.

     3. Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be sold under the Plan is 7,450,000 Shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. If an award should expire or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. In addition, any Shares of Common Stock which are retained by the Company upon exercise of an award in order to satisfy the exercise or purchase price for such award or any withholding taxes due with respect to such exercise or purchase shall be treated as not issued and shall continue to be available under the Plan. Shares issued under the Plan and later repurchased by the Company pursuant to any repurchase right which the Company may have shall be available for future grant under the Plan.

     4. Administration of the Plan.

          (a) General. The Plan shall be administered by the Board or a Committee, or a combination thereof, as determined by the Board. The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by Applicable Laws, the Board may authorize one or more officers to make awards under the Plan.

          (b) Committee Composition. If a Committee has been appointed pursuant to this Section 4, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefore, fill vacancies (however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by Applicable Laws and, in the case of a Committee administering the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code, to the extent permitted or required by such provisions. The Committee shall in all events conform to any requirements of any Applicable Laws.

          (c) Powers of the Administrator. Subject to the provisions of the Plan and in the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:

               (i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(q) of the Plan, provided that such determination shall be applied consistently with respect to Participants under the Plan;

               (ii) to select the Employees and Consultants to whom Plan awards may from time to time be granted;

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               (iii) to determine whether and to what extent Plan awards are granted;

               (iv) to determine the number of Shares of Common Stock to be covered by each award granted;

               (v) to approve the form(s) of agreement(s) used under the Plan;

               (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder, which terms and conditions include but are not limited to the exercise or purchase price, the time or times when awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, any pro rata adjustment to vesting as a result of a Participant’s transitioning from full- to part-time service (or vice versa), and any restriction or limitation regarding any Option, Optioned Stock, Stock Purchase Right or Restricted Stock, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

               (vii) to determine whether and under what circumstances an Option may be settled in cash under Section 10(c) instead of Common Stock;

               (viii) to implement an Option Exchange Program on such terms and conditions as the Administrator in its discretion deems appropriate, provided that no amendment or adjustment to an Option that would materially and adversely affect the rights of any Optionee shall be made without the prior written consent of the Optionee;

               (ix) to adjust the vesting of an Option held by an Employee or Consultant as a result of a change in the terms or conditions under which such person is providing services to the Company;

               (x) to construe and interpret the terms of the Plan and awards granted under the Plan, which constructions, interpretations and decisions shall be final and binding on all Participants; and

               (xi) in order to fulfill the purposes of the Plan and without amending the Plan, to modify grants of Options or Stock Purchase Rights to Participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs.

     5. Eligibility.

          (a) Recipients of Grants. Nonstatutory Stock Options and Stock Purchase Rights may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive Stock Options.

          (b) Type of Option. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.

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          (c) ISO $100,000 Limitation. Notwithstanding any designation under Section 5(b), to the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(c), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date of the grant of such Option.

          (d) No Employment Rights. The Plan shall not confer upon any Participant any right with respect to continuation of an employment or consulting relationship with the Company, nor shall it interfere in any way with such Participant’s right or the Company’s right to terminate the employment or consulting relationship at any time for any reason.

     6. Term of Plan. The Plan shall become effective upon its adoption by the Board of Directors. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 16 of the Plan.

     7. Term of Option. The term of each Option shall be the term stated in the Option Agreement; provided that the term shall be no more than ten years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in the case of an Incentive Stock Option granted to a person who at the time of such grant is a Ten Percent Holder, the term of the Option shall be five years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.

     8. [Reserved.]

     9. Option Exercise Price and Consideration.

          (a) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Administrator and set forth in the Option Agreement, but shall be subject to the following:

               (i) In the case of an Incentive Stock Option

                    (A) granted to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant; or

                    (B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

               (ii) In the case of a Nonstatutory Stock Option

                    (A) granted on any date on which the Common Stock is not a Listed Security to a person who is at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant

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if required by Applicable Laws and, if not so required, shall be such price as is determined by the Administrator;

                    (B) granted on any date on which the Common Stock is not a Listed Security to any other eligible person, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant if required by Applicable Laws and, if not so required, shall be such price as is determined by the Administrator; or

                    (C) granted on any date on which the Common Stock is a Listed Security to any eligible person, the per share Exercise Price shall be such price as determined by the Administrator provided that if such eligible person is, at the time of the grant of such Option, a Named Executive of the Company, the per share Exercise Price shall be no less than 100% of the Fair Market Value on the date of grant if such Option is intended to qualify as performance-based compensation under Section 162(m) of the Code.

               (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction.

          (b) Permissible Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (1) cash; (2) check; (3) subject to any requirements of Applicable Laws (including without limitation Section 153 of the Delaware General Corporation Law), delivery of Optionee’s promissory note having such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate after taking into account the potential accounting consequences of permitting an Optionee to deliver a promissory note; (4) cancellation of indebtedness; (5) other Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is exercised, provided that in the case of Shares acquired, directly or indirectly, from the Company, such Shares must have been owned by the Optionee for more than six months on the date of surrender (or such other period as may be required to avoid the Company’s incurring an adverse accounting charge); (6) if, as of the date of exercise of an Option the Company then is permitting employees to engage in a “same-day sale” cashless brokered exercise program involving one or more brokers, through such a program that complies with Applicable Laws (including without limitation the requirements of Regulation T and other applicable regulations promulgated by the Federal Reserve Board) and that ensures prompt delivery to the Company of the amount required to pay the exercise price and any applicable withholding taxes; or (7) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option exercise.

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     10. Exercise of Option.

          (a) General.

               (i) Exercisability. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent with the term of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with respect to the Company and/or the Optionee; provided however that, if required under Applicable Laws, the Option (or Shares issued upon exercise of the Option) shall comply with the requirements of Section 260.140.41(f) and (k) of the Rules of the California Corporations Commissioner.

               (ii) Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any such unpaid leave (unless otherwise required by Applicable Laws). In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

               (iii) Minimum Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares as to which the Option is then exercisable.

               (iv) Procedures for and Results of Exercise. An Option shall be deemed exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the Option is exercised. Full payment may, as authorized by the Administrator, consist of any consideration and method of payment allowable under Section 9(b) of the Plan, provided that the Administrator may, in its sole discretion, refuse to accept any form of consideration at the time of any Option exercise.

               Exercise of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

               (v) Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 14 of the Plan.

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          (b) Termination of Employment or Consulting Relationship. Except as otherwise set forth in this Section 10(b), the Administrator shall establish and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status, which provisions may be waived or modified by the Administrator at any time. Unless the Administrator otherwise provides in the Option Agreement, to the extent that the Optionee is not vested in Optioned Stock at the date of termination of his or her Continuous Service Status, or if the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Option Agreement or below (as applicable), the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement (and subject to Section 7).

          The following provisions (1) shall apply to the extent an Option Agreement does not specify the terms and conditions upon which an Option shall terminate upon termination of an Optionee’s Continuous Service Status, and (2) establish the minimum post-termination exercise periods that may be set forth in an Option Agreement:

               (i) Termination other than Upon Disability or Death or for Cause. In the event of termination of Optionee’s Continuous Service Status other than under the circumstances set forth in subsections (ii) through (iv) below, such Optionee may exercise an Option for three months following such termination to the extent the Optionee was vested in the Optioned Stock as of the date of such termination. No termination shall be deemed to occur and this Section 10(b)(i) shall not apply if (i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee is an Employee who becomes a Consultant.

               (ii) Disability of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a result of his or her disability (including a disability within the meaning of Section 22(e)(3) of the Code), such Optionee may exercise an Option at any time within six months following such termination to the extent the Optionee was vested in the Optioned Stock as of the date of such termination.

               (iii) Death of Optionee. In the event of the death of an Optionee during the period of Continuous Service Status since the date of grant of the Option, or within thirty days following termination of Optionee’s Continuous Service Status, the Option may be exercised by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance at any time within twelve months following the date of death, but only to the extent the Optionee was vested in the Optioned Stock as of the date of death or, if earlier, the date the Optionee’s Continuous Service Status terminated.

               (iv) Termination for Cause. In the event of termination of an Optionee’s Continuous Service Status for Cause, any Option (including any exercisable portion thereof) held by such Optionee shall immediately terminate in its entirety upon first notification to the Optionee of termination of the Optionee’s Continuous Service Status. If an Optionee’s employment or consulting relationship with the Company is suspended pending an investigation of whether the Optionee shall be terminated for Cause, all the Optionee’s rights under any Option likewise shall be suspended during the investigation period and the Optionee shall have

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no right to exercise any Option. This Section 10(b)(iv) shall apply with equal effect to vested Shares acquired upon exercise of an Option granted on any date on which the Common Stock is not a Listed Security to a person other than an officer, Director or Consultant, in that the Company shall have the right to repurchase such Shares from the Participant upon the following terms: (A) the repurchase is made within 90 days of termination of the Participant’s Continuous Service Status for Cause at the Fair Market Value of the Shares as of the date of termination, (B) consideration for the repurchase consists of cash or cancellation of purchase money indebtedness, and (C) the repurchase right terminates upon the effective date of the Company’s initial public offering of its Common Stock. With respect to vested Shares issued upon exercise of an Option granted to any officer, Director or Consultant, the Company’s right to repurchase such Shares upon termination of the Participant’s Continuous Service Status for Cause shall be made at the Participant’s original cost for the Shares and shall be effected pursuant to such terms and conditions, and at such time, as the Administrator shall determine. Nothing in this Section 10(b)(iv) shall in any way limit the Company’s right to purchase unvested Shares issued upon exercise of an Option as set forth in the applicable Option Agreement.

          (c) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

     11. Stock Purchase Rights.

          (a) Rights to Purchase. When the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer. In the case of a Stock Purchase Right granted prior to the date, if any, on which the Common Stock becomes a Listed Security and if required by Applicable Laws at that time, the purchase price of Shares subject to such Stock Purchase Rights shall not be less than 85% of the Fair Market Value of the Shares as of the date of the offer, or, in the case of a Ten Percent Holder, the price shall not be less than 100% of the Fair Market Value of the Shares as of the date of the offer. If Applicable Laws do not impose the requirements set forth in the preceding sentence and with respect to any Stock Purchase Rights granted after the date, if any, on which the Common Stock becomes a Listed Security, the purchase price of Shares subject to Stock Purchase Rights shall be as determined by the Administrator. The offer to purchase Shares subject to Stock Purchase Rights shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator.

          (b) Repurchase Option.

               (i) General. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason (including death or disability). Subject to any requirements of Applicable Laws (including without limitation Section 260.140.42(h) of the Rules of the California Corporations Commissioner), the terms of the Company’s repurchase option (including without limitation the

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price at which, and the consideration for which, it may be exercised, and the events upon which it shall lapse) shall be as determined by the Administrator in its sole discretion and reflected in the Restricted Stock Purchase Agreement.

               (ii) Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the lapsing of Company repurchase rights shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, such lapsing shall be tolled during any such unpaid leave (unless otherwise required by Applicable Laws). In the event of military leave, the lapsing of Company repurchase rights shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given “vesting” credit with respect to Shares purchased pursuant to the Restricted Stock Purchase Agreement to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

               (iii) Termination for Cause. In the event of termination of a Participant’s Continuous Service Status for Cause, the Company shall have the right to repurchase from the Participant vested Shares issued upon exercise of a Stock Purchase Right granted to any person other than an officer, Director or Consultant prior to the date, if any, upon which the Common Stock becomes a Listed Security upon the following terms: (A) the repurchase must be made within 90 days of termination of the Participant’s Continuous Service Status for Cause at the Fair Market Value of the Shares as of the date of termination, (B) consideration for the repurchase consists of cash or cancellation of purchase money indebtedness, and (C) the repurchase right terminates upon the effective date of the Company’s initial public offering of its Common Stock. With respect to vested Shares issued upon exercise of a Stock Purchase Right granted to any officer, Director or Consultant, the Company’s right to repurchase such Shares upon termination of such Participant’s Continuous Service Status for Cause shall be made at the Participant’s original cost for the Shares and shall be effected pursuant to such terms and conditions, and at such time, as the Administrator shall determine. Nothing in this Section 11(b)(ii) shall in any way limit the Company’s right to purchase unvested Shares as set forth in the applicable Restricted Stock Purchase Agreement.

          (c) Other Provisions. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase Agreements need not be the same with respect to each purchaser.

          (d) Rights as a Stockholder. Once the Stock Purchase Right is exercised, the purchaser shall have the rights equivalent to those of a stockholder, and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 14 of the Plan.

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     12. Taxes.

          (a) As a condition of the grant, vesting or exercise of an Option or Stock Purchase Right granted under the Plan, the Participant (or in the case of the Participant’s death, the person exercising the Option or Stock Purchase Right) shall make such arrangements as the Administrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with such grant, vesting or exercise of the Option or Stock Purchase Right or the issuance of Shares. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. If the Administrator allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations under this Section 12 (whether pursuant to Section 12(c), (d) or (e), or otherwise), the Administrator shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.

          (b) In the case of an Employee and in the absence of any other arrangement, the Employee shall be deemed to have directed the Company to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date of an exercise of the Option or Stock Purchase Right.

          (c) This Section 12(c) shall apply only after the date, if any, upon which the Common Stock becomes a Listed Security. In the case of Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax obligations), in the absence of any other arrangement and to the extent permitted under Applicable Laws, the Participant shall be deemed to have elected to have the Company withhold from the Shares to be issued upon exercise of the Option or Stock Purchase Right that number of Shares having a Fair Market Value determined as of the applicable Tax Date (as defined below) equal to the amount required to be withheld. For purposes of this Section 12, the Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined under Applicable Laws (the “Tax Date”).

          (d) If permitted by the Administrator, in its discretion, a Participant may satisfy his or her tax withholding obligations upon exercise of an Option or Stock Purchase Right by surrendering to the Company Shares that have a Fair Market Value determined as of the applicable Tax Date equal to the amount required to be withheld. In the case of shares previously acquired from the Company that are surrendered under this Section 12(d), such Shares must have been owned by the Participant for more than six (6) months on the date of surrender (or such other period of time as is required for the Company to avoid adverse accounting charges).

          (e) Any election or deemed election by a Participant to have Shares withheld to satisfy tax withholding obligations under Section 12(c) or (d) above shall be irrevocable as to the particular Shares as to which the election is made and shall be subject to the consent or disapproval of the Administrator. Any election by a Participant under Section 12(d) above must be made on or prior to the applicable Tax Date.

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          (f) In the event an election to have Shares withheld is made by a Participant and the Tax Date is deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code, the Participant shall receive the full number of Shares with respect to which the Option or Stock Purchase Right is exercised but such Participant shall be unconditionally obligated to tender back to the Company the proper number of Shares on the Tax Date.

     13. Non-Transferability of Options and Stock Purchase Rights.

          (a) General. Except as set forth in this Section 13, Options and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by an Optionee will not constitute a transfer. An Option or Stock Purchase Right may be exercised, during the lifetime of the holder of an Option or Stock Purchase Right, only by such holder or a transferee permitted by this Section 13.

          (b) Limited Transferability Rights. Notwithstanding anything else in this Section 13, the Administrator may in its discretion grant Nonstatutory Stock Options that may be transferred by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or pursuant to domestic relations orders to “Immediate Family Members” (as defined below) of the Optionee. “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than fifty percent of the voting interests.

     14. Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions.

          (a) Changes in Capitalization. Subject to any action required under Applicable Laws by the stockholders of the Company, the number of Shares of Common Stock covered by each outstanding award, and the number of Shares of Common Stock that have been authorized for issuance under the Plan but as to which no awards have yet been granted or that have been returned to the Plan upon cancellation or expiration of an award, as well as the price per Share of Common Stock covered by each such outstanding award, shall be proportionately adjusted for any increase or decrease in the number of issued Shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by

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reason thereof shall be made with respect to, the number or price of Shares of Common Stock subject to an award.

          (b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Option and Stock Purchase Right will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.

          (c) Corporate Transaction. In the event of a Corporate Transaction (including a Change of Control), the Administrator will have the authority, in its sole discretion, to effect with respect to outstanding Awards any or a combination of the following: (a) provide that outstanding Awards will be assumed, or equivalent options or rights will be substituted, by the successor to the Company’s business or a parent or subsidiary of such successor (the “Successor Corporation”); (b) provide that the vesting and exercisability of outstanding Awards will accelerate, in full or in part, as of immediately prior to consummation of the transaction and that Awards will thereafter terminate in their entirety upon such consummation; and (c) provide that outstanding Awards will terminate upon consummation of the transaction in exchange for a cash payment to the holders of such Awards. The Administrator need not provide that the same treatment apply to each Award or to each Participant.

          In the event of a Corporate Transaction (including a Change of Control), each outstanding Award will be assumed or an equivalent option or right will be substituted by the successor to the Company’s business or a parent or subsidiary of such successor (the “Successor Corporation”), unless the Successor Corporation does not agree to assume the Award or substitute an equivalent option or right, in which case the Award will terminate in its entirety upon consummation of such transaction.

          For purposes of this Section 14(c), an Option or a Stock Purchase Right shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon a Corporate Transaction or a Change of Control, as the case may be, each holder of an Option or Stock Purchase Right would be entitled to receive upon exercise of the award the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of the number of Shares of Common Stock covered by the award at such time (after giving effect to any adjustments in the number of Shares covered by the Option or Stock Purchase Right as provided for in this Section 14); provided that if such consideration received in the transaction is not solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon exercise of the award to be solely common stock of the Successor Corporation equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the transaction.

          (d) Certain Distributions. In the event of any distribution to the Company’s stockholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Administrator may, in its discretion, appropriately adjust the price per Share of Common Stock covered by each outstanding Option or Stock Purchase Right to reflect the effect of such distribution.

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     15. Time of Granting Options and Stock Purchase Rights. The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Administrator, provided that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator makes the determination granting such Incentive Stock Option or the date of commencement of the Optionee’s employment relationship with the Company. Notice of the determination shall be given to each Employee or Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant.

     16. Amendment and Termination of the Plan.

          (a) Authority to Amend or Terminate. The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation (other than an adjustment pursuant to Section 14 above) shall be made that would materially and adversely affect the rights of any Optionee or holder of Stock Purchase Rights under any outstanding grant, without his or her consent. In addition, to the extent necessary and desirable to comply with Applicable Laws, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required.

          (b) Effect of Amendment or Termination. Except as to amendments which the Administrator has the authority under the Plan to make unilaterally, no amendment or termination of the Plan shall materially and adversely affect Options or Stock Purchase Rights already granted, unless mutually agreed otherwise between the Optionee or holder of the Stock Purchase Rights and the Administrator, which agreement must be in writing and signed by the Optionee or holder and the Company.

     17. Conditions Upon Issuance of Shares. Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. As a condition to the exercise of an Option or Stock Purchase Right, the Company may require the person exercising the award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by law. Shares issued upon exercise of awards granted prior to the date on which the Common Stock becomes a Listed Security shall be subject to a right of first refusal in favor of the Company pursuant to which the Participant will be required to offer Shares to the Company before selling or transferring them to any third party on such terms and subject to such conditions as is reflected in the applicable Option Agreement or Restricted Stock Purchase Agreement.

     18. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

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     19. Agreements. Options and Stock Purchase Rights shall be evidenced by Option Agreements and Restricted Stock Purchase Agreements, respectively, in such form(s) as the Administrator shall from time to time approve.

     20. Stockholder Approval. If required by Applicable Laws, continuance of the Plan shall be subject to approval by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under Applicable Laws.

     21. Information and Documents to Optionees and Purchasers. Prior to the date, if any, upon which the Common Stock becomes a Listed Security and if required by Applicable Laws, the Company shall provide financial statements at least annually to each Optionee and to each individual who acquired Shares pursuant to the Plan, during the period such Optionee or purchaser has one or more Options or Stock Purchase Rights outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares. The Company shall not be required to provide such information if the issuance of Options or Stock Purchase Rights under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information.

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EX-23.1

Exhibit 23.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT

We consent to the use in this Registration Statement of Immunosyn Corporation On Form SB-2 of our report dated September 18, 2006 for their 2006 audit. We also consent to the reference to us under the heading “Experts” in the registration statement.

/s/ Malone & Bailey, PC

www.malone-bailey.com

Houston, Texas

October 6, 2006