Documents
Resources
Learning Center
Upload
Plans & pricing Sign in
Sign Out

Termination Agreement - VIRAL GENETICS INC - 5-11-2004

VIEWS: 19 PAGES: 79

									Exhibit 10.7

                                      TERMINATION AGREEMENT

TERMINATION AGREEMENT dated the 1st day of March, 2004, and effective as of October 1, 2003 (the
"Agreement"), by and between Viral Genetics, Inc., a Delaware corporation ("Viral Genetics"), and L&M Global
Ventures, Inc., a Delaware corporation ("L&M").

                                             WI T N E S S E T H:

WHEREAS, Viral Genetics and New York International Commerce Group, Inc., a Nevada corporation,
("NYIC") are parties to a Mutual Cooperation and Joint Venture Agreements, dated March 25, 2002, as
amended by the Amendment to the Mutual Cooperation and Joint Venture Agreements made and entered into as
of July 1, 2003 (jointly, the "Joint Venture Agreements"), pursuant to which Viral Genetics and NYIC agreed to
jointly exploit the Intellectual Property Rights and Products in the Territory; and

WHEREAS, Viral Genetics and L&M are parties to a Services Agreement dated March 25, 2002 (the "Services
Agreement"), pursuant to which Viral Genetics agreed to pay a finder's fee to L&M for introducing Viral
Genetics to NYIC; and

WHEREAS, Viral Genetics and NYIC have agreed to terminate the Joint Venture Agreements and the
cooperative venture contemplated therein pursuant to a Termination Agreement of even date herewith; and

WHEREAS, the terms and conditions of the Services Agreement include that in the event of termination of the
Joint Venture Agreements and the cooperative venture contemplated therein, the Services Agreement shall also
terminate

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable
consideration, the receipt and legal adequacy of which is hereby acknowledged, the parties hereto agree as
follows:

1. Definitions. Except for those terms expressly defined herein, capitalized terms used herein shall have the same
meanings herein as are given to such terms under the Joint Venture Agreements.

2. Termination; Distribution of Assets. Upon the execution and delivery of this Agreement, the Services
Agreement is hereby terminated and Viral Genetics and L&M shall not have any obligations or duties to the other
under the Services Agreement, except as expressly specified herein.

                                                         1
3. Consideration. In consideration of L&M agreeing to terminate the Joint Venture Agreements, the parties agree
as follows:
(a) Royalty.
(i) Viral Genetics agrees that either it or any other present or future entity through which they may engage in
business, operations or activities in the Territory, shall pay a royalty to L&M equal to two percent (2%) (the
"Royalty") of all Gross Profits obtained by them from the sale of Products in the Territory, for the period
commencing on the date of this Agreement and ending fifteen (15) years from and including said date. There shall
be no minimum Royalty payable to L&M.
(ii) The Royalty will be paid on a calendar quarterly basis, no later than forty-five (45) days after the applicable
quarter and each payment shall be accompanied by a statement (the "Royalty Statement"), which shall be certified
as being accurate by Viral Genetics' Chief Financial Officer, which shall set forth in reasonable detail the
calculation of Gross Profits for the quarter and the amount of the Royalty payable to L&M. The royalty shall be
paid to L&M in U.S. Dollars.
(iii) L&M shall have the right to dispute any Royalty Statement that it objects to and to conduct an audit (using
experts and advisors chosen by L&M) of Viral Genetics solely for purposes of determining the amount of the
Royalty payable to L&M. L&M shall bear its own costs and expenses incurred with any such dispute or audit;
provided that if as a result thereof the amount of the Royalty payable to L&M is increased from that which was
shown on the Royalty Statement by more than $10,000, then Viral Genetics shall reimburse L&M for such costs
and expenses. Said audit shall be conducted in a manner that does not interfere with the ability of Viral Genetics
to conduct its day to day business, or otherwise materially impact Viral Genetics' operations.
(iv) L&M shall not have the right to dispute any Royalty Statement, unless L&M notifies Viral Genetics in writing
within 180 days after L&M's receipt of the applicable Royalty Statement that L&M disputes the Royalty
Statement, and such notice shall describe in reasonable detail the nature of the dispute.
(v) For purposes hereof, "Gross Profits" shall be defined as in the Joint Venture Agreements. For purposes of
determining Gross Profits and the amount of the Royalty payable to L&M, any amounts which are included in any
Gross Profits which are received by Viral Genetics in a currency other than U.S. Dollars shall be converted to
U.S. Dollars as of the last day of the relevant quarter, regardless of whether or not such amounts were actually so
converted or repatriated out of the Territory.

(b) Other Consideration. Within not less than five (5) business days of the execution and delivery of this
Agreement
(i) Viral Genetics shall deliver to L&M certificates representing o (o) fully-paid and non-assessable shares of the
common stock of Viral Genetics;
(ii) Viral Genetics shall deliver to L&M options to purchase shares of the common stock of Viral Genetics as
follows and otherwise in the form attached hereto as Exhibit A:
(1) option to purchase o (o) shares of the common stock of Viral Genetics at a price of $o per share, exercisable
until April 1, 2007;

                                                         2
(2) option to purchase o (o) shares of the common stock of Viral Genetics at a price of $o per share, exercisable
until April 1, 2007.

4. Release by Viral Genetics. As of the date of this Agreement and subject to the terms and conditions herein,
Viral Genetics for itself and on behalf of its present and former officers, directors, employees, representatives,
parent and subsidiary entities, successors and assigns (the "Viral Genetics Releasors") hereby forever releases
L&M, its shareholders, its present and former officers and directors, employees, agents, affiliates, subsidiary or
parent corporations, representatives, insurers, attorneys, successors and assigns or anyone acting on their behalf
(the "L&M Releasees"), from any and all claims, suits, debts, liens, liabilities, losses, causes of action, rights,
damages, demands, obligations, promises, costs and expenses (including, without limitation, attorneys' fees and
expenses) of every kind, nature and description, in law or in equity, whether known or unknown, or known in the
future, fixed or contingent, billed or unbilled, suspected, disclosed or undisclosed, claimed or concealed from the
beginning of time through the date hereof, which against the L&M Releasees (or any of them) the Viral Genetics
Releasors (or any of them) ever had or now have in connection with, arising out of, based upon or in any way
related to the Joint Venture Agreements. The releases in this Section 4 expressly exclude any claim that may arise
under this Agreement or after the date hereof.

5. Release by L&M. As of the date of this Agreement and subject to the terms and conditions herein, L&M for
itself and on behalf of its present and former officers, directors, employees, representatives, parent and subsidiary
entities, successors and assigns (the "L&M Releasors"), hereby forever releases Viral Genetics and its
shareholders, present and former officers and directors, employees, agents, affiliates, subsidiary or parent
corporations, representatives, insurers, attorneys, advisors, successors and assigns or anyone acting on their
behalf (the "Viral Genetics Releasees") from any and all claims, suits, debts, liens, liabilities, losses, causes of
action, rights, damages, demands, obligations, promises, costs and expenses (including, without limitation,
attorneys' fees and expenses) of every kind, nature and description, in law or in equity, whether known or
unknown, or known in the future, fixed or contingent, billed or unbilled, suspected, disclosed or undisclosed,
claimed or concealed from the beginning of time through the date hereof, which against the Viral Genetics
Releasees (or any of them) the L&M Releasors (or any of them) ever had or now have, in connection with,
arising out of, based upon or in any way related to the Joint Venture Agreements. The releases in this Section 5
expressly exclude any claim that may arise under this Agreement on or after the date hereof.

6. Representations and Warranties of Viral Genetics. Viral Genetics hereby represents and warrants to L&M
that:
(a) Authority. Viral Genetics has full corporate right, power and authority to execute, deliver and perform this
Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes the legal, valid
and binding obligation of Viral Genetics, enforceable in accordance with its terms, subject to: (i) applicable
bankruptcy, insolvency, fraudulent conveyance and other similar laws affecting the rights of creditors generally, (ii)
general equitable principles affecting the enforcement of obligations generally, whether at law, in equity or
otherwise, and (iii) the discretion of any court before which any proceeding therefor may be brought. The
execution, delivery and

                                                          3
performance by Viral Genetics of this Agreement and the other documents contemplated hereby and the
consummation of transactions contemplated hereby have been duly authorized by the Board of Directors of Viral
Genetics.
(b) No Breach of Existing Agreements. The execution, delivery and performance by Viral Genetics of this
Agreement and the other agreements and documents contemplated hereby and the consummation of the
transaction contemplated hereby does not and will not result (with or without lapse of time or the giving of notice
or both) in any breach of, or conflict with, any of the terms or provisions of, or constitute a default under, any
agreement or instrument, or any judgment, decree or order of any court, to which Viral Genetics is a party or by
which any of its assets may be bound. No consent or authorization of any person, firm, corporation or court is
required as a condition to Viral Genetics' execution, delivery or performance of this Agreement.

7. Representations and Warranties of L&M. L&M hereby represents and warrants to Viral Genetics that:
(a) Authority. L&M has full corporate power and authority to execute, deliver and perform this Agreement and
to consummate the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding
obligation of L&M enforceable in accordance with its terms, subject to: (i) applicable bankruptcy, insolvency,
fraudulent conveyance and other similar laws affecting the rights of creditors generally, (ii) general equitable
principles affecting the enforcement of obligations generally, whether at law, in equity or otherwise, and
(iii) the discretion of any court before which any proceeding therefor may be brought. The execution, delivery and
performance by L&M of this Agreement and the other documents contemplated hereby and the consummation of
the transactions contemplated hereby have been duly authorized and approved by L&M's Board of Directors.
(b) No Breach of Existing Agreements. The execution, delivery and performance by L&M of this Agreement and
the other agreements and documents contemplated hereby and the consummation of the transactions
contemplated hereby does not and will not result (with or without lapse of time or the giving of notice or both) in
any breach of, or conflict with, any of the terms or provisions of, or constitute a default under, any agreement or
instrument, or any judgment, decree or order of any court, to which L&M is a party or by which any of its assets
may be bound. No consent or authorization of any person, firm, corporation or court is required as a condition to
L&M's execution, delivery or performance of this Agreement.

8. Condition Precedent.
(a) This Agreement shall be conditional upon the delivery of the Termination Agreement with an effective date of
October 1, 2003 between Viral Genetics and NYIC.

9. Confidential Information.
(a) L&M acknowledges that as a result of the Joint Venture Agreements, it has been in a confidential relationship
with Viral Genetics and has had access to non-public confidential information and trade secrets of Viral Genetics
(collectively, "Viral Genetics Confidential Information"). Viral Genetics Confidential Information includes, but is
not

                                                         4
limited to, customer and client lists, financial information, price lists, marketing and sales strategies and
procedures, computer programs, databases and software, supplier, vendor and service information, intellectual
property, strategies, test results, the status of governmental approvals and business plans in respect of Viral
Genetics, including the terms, provisions and existence of this Agreement. L&M agrees to, at all times, maintain
the strictest confidentiality of all Viral Genetics Confidential Information and not use or permit the use of, or
disclose, discuss, reproduce, distribute, communicate or transmit or permit the disclosure, discussion,
communication or transmission of, any Viral Genetics Confidential Information. This Section 9(a) shall not apply
to: (i) information that was known by L&M prior to the entering into of the Joint Venture Agreements; (ii)
information that, by means other than L&M's disclosure, becomes generally known to the public; (iii) information
that becomes available to L&M on a nonconfidential basis from a source other than Viral Genetics; provided,
however, that such source is not bound by a confidentiality agreement with or other obligation of secrecy to Viral
Genetics; (iv) information the disclosure of which is compelled by applicable law, regulation or subpoena
(including judicial or administrative proceedings and legal process). In that connection, in the event that L&M is
requested or required by applicable law, regulation or subpoena to disclose any Viral Genetics Confidential
Information, L&M agrees, to the extent practicable, to provide Viral Genetics with prompt written notice of such
request or requirement so that Viral Genetics may seek an appropriate protective order or relief therefrom or
may waive the requirements of this Section 9(a). If, failing the entry of a protective order or the receipt of a
waiver hereunder, L&M is compelled to disclose Viral Genetics Confidential Information under risk of liability for
contempt or other censure or penalty, L&M may disclose such Viral Genetics Confidential Information, but only
to the extent so required.
(b) Viral Genetics acknowledges that as a result of the Joint Venture Agreements, it has been in a confidential
relationship with L&M and has had access to non-public confidential information and trade secrets of L&M, its
subsidiaries and affiliates (collectively, the "L&M Confidential Information"). L&M Confidential Information
includes, but is not limited to, customer and client lists, financial information, price lists, marketing and sales
strategies and procedures, computer programs, databases and software, supplier, vendor and service
information, and business plans in respect of L&M, including the terms, provisions and existence of this
Agreement. Viral Genetics agrees to, at all times, maintain the strictest confidentiality of all L&M Confidential
Information and not use or permit the use of, or disclose, discuss, communicate or transmit or permit the
disclosure, discussion, communication or transmission of, any L&M Confidential Information. This Section 9(b)
shall not apply to: (i) information that was known by Viral Genetics prior to entering into the Joint Venture
Agreements;
(ii) information that, by means other than disclosure by Viral Genetics, becomes generally known to the public;
(iii) information that becomes available to Viral Genetics on a nonconfidential basis from a source other than
L&M; provided, however, that such source is not bound by a confidentiality agreement with or other obligation
of secrecy to L&M; or (iv) information the disclosure of which is compelled by applicable law, regulation or
subpoena (including, without limitation, judicial or administrative proceedings and legal process). In that
connection, in the event that Viral Genetics is

                                                        5
requested or required by applicable law, regulation or subpoena to disclose any L&M Confidential Information,
Viral Genetics agrees, to the extent practicable, to provide L&M with prompt written notice of such request or
requirement so that L&M may seek an appropriate protective order or relief therefrom or may waive the
requirements of this Section 9(b). If, failing the entry of a protective order or the receipt of a waiver hereunder,
Viral Genetics is compelled to disclose L&M Confidential Information under risk of liability for contempt or other
censure or penalty, it may disclose such L&M Confidential Information, but only to the extent so required.

10. Non-Disturbance of Relationships. For so long as L&M is receiving payment of the Royalty hereunder, and
for an additional ten (10) years following the Term, if Viral Genetics has complied with all of its obligations
hereunder, L&M shall not, directly or indirectly, in any capacity, whether as a stockholder, lender, instructor,
advisor or consultant, engage in any business or activity anywhere in the world which is competitive with the
business and activities of Viral Genetics or any of its subsidiaries or affiliates.

11. Waiver of Notice. Each of L&M and Viral Genetics hereby waive any notice period which may be required
in the Joint Venture Agreements or otherwise.

12. Remedies. In the event of a breach or threatened breach by L&M of Viral Genetics of any of the provisions
of Sections 9 or 10 hereof, the parties hereto shall be entitled to an injunction (both temporary and permanent) to
be issued by any court or tribunal of competent jurisdiction to restrain such other party from committing or
continuing any such violation, breach and other equitable relief (in each case without being required to post a
bond or other security or to establish irreparable harm or to prove any actual damages). In any proceeding for an
injunction, the parties agree that their ability to obtain damages shall not be a bar or be interposed as a defense to
the granting of a temporary or permanent injunction against them. Each of the parties acknowledges that the other
party will not have an adequate remedy at law in the event of any breach as aforesaid and that such parties may
suffer irreparable damage and injury in the event of such a breach. Nothing contained herein shall be construed as
prohibiting the parties hereto from pursuing any other remedy or remedies available to them in respect of such
breach or threatened breach. In addition, if any term or provision of Sections 9 or 10 shall be held invalid or
unenforceable because of its duration, geographic scope or for any other reason, the court making such
determination shall have the power to modify such provision (whether by limiting the geographic scope, reducing
the duration or otherwise to the minimum extent necessary to make such term or provision valid and enforceable),
and such term or provision shall be enforceable in such modified form.

13. Indemnification.
(a) Viral Genetics hereby indemnifies and defends L&M and each of L&M's officers, directors, employees,
shareholders, agents, advisors or representatives (each, a "L&M Indemnitee") against, and holds each L&M
Indemnitee harmless from, any loss, liability, obligation, deficiency, damage or expense including, without
limitation, interest, penalties, reasonable attorneys' fees and disbursements (collectively, "Damages"), that any
L&M Indemnitee may suffer or incur based upon, arising out of, relating to or in

                                                          6
connection with (whether or not in connection with any third party claim): (i) any breach of any representation or
warranty made by Viral Genetics contained in this Agreement; (ii) the failure of Viral Genetics to perform or to
comply with any covenant or condition required to be performed or complied with by Viral Genetics in
accordance with this Agreement; (iii) third party claims relating to any of the Products; and (iv) any of the
business or activities that may be conducted, directly or indirectly, by Viral Genetics in the Territory or otherwise.

(b) L&M hereby indemnifies and defends Viral Genetics and each of the officers, directors, employees,
shareholders, agents, advisors or representatives of Viral Genetics (each, a "Viral Genetics Indemnitee") against,
and holds each Viral Genetics Indemnitee harmless from, any Damages that such Viral Genetics Indemnitee may
suffer or incur arising from, related to or in connection with: (i) any breach of any representation or warranty
made by L&M contained in this Agreement;
(ii) L&M's failure to perform or to comply with any covenant or condition required to be performed or complied
with by L&M in accordance with this Agreement; (iii) the termination of the Joint Venture Agreements, and (iv)
the issuance of shares and options pursuant to the assignments contained in Section 3 (b)(iii) hereof.
(c) Indemnification Procedures for Third Party Claims.
(i) Promptly after notice to an indemnified party of any claim or the commencement of any action or proceeding,
including any actions or proceedings by a third party (hereafter referred to as "Proceeding" or "Proceedings"),
involving any Damage referred to in this Section, such indemnified party shall, if a claim for indemnification in
respect thereof is to be made against an indemnifying party pursuant to this Section, give written notice to the
indemnifying party, setting forth in reasonable detail the nature thereof and the basis upon which such party seeks
indemnification hereunder; provided, however, that the failure of any indemnified party to give such notice shall
not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is
actually prejudiced by the failure to give such notice.
(ii) In the case of any Proceeding by a third party against an indemnified party, the indemnifying party shall, upon
notice as provided above, assume the defense thereof, with counsel reasonably satisfactory to the indemnified
party, and, after notice from the indemnifying party to the indemnified party of its assumption of the defense
thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense thereof (but the indemnified party
shall have the right, but not the obligation, to participate at its own cost and expense in such defense by counsel of
its own choice) or for any amounts paid or foregone by the indemnified party as a result of any settlement or
compromise thereof that is effected by the indemnified party (without the written consent of the indemnifying
party).
(iii) Anything in this Section 13(c) notwithstanding, if both the indemnifying party and the indemnified party are
named as parties or subject to such Proceeding and either party determines with advice of counsel that there may
be one or more legal defenses available to it that are different from or additional to those available to the other
party or that a material conflict of interest between such parties may exist in respect of such Proceeding, then the
indemnifying party may decline to assume the defense on behalf of the

                                                          7
indemnified party or the indemnified party may retain the defense on its own behalf, and, in either such case, after
notice to such effect is duly given hereunder to the other party, the indemnifying party shall be relieved of its
obligation to assume the defense on behalf of the indemnified party, but shall be required to pay any legal or other
expenses including, without limitation, reasonable attorneys' fees and disbursements, incurred by the indemnified
party in such defense.
(iv) If the indemnifying party assumes the defense of any such Proceeding, the indemnified party shall cooperate
fully with the indemnifying party and shall appear and give testimony, produce documents and other tangible
evidence, allow the indemnifying party access to the books and records of the indemnified party (to the extent
they are applicable to the Joint Venture or this Agreement) and otherwise assist the indemnifying party in
conducting such defense. No indemnifying party shall, without the consent of the indemnified party, consent to
entry of any judgment or enter into any settlement or compromise which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect
of such claim or Proceeding. Provided that proper notice is duly given, if the indemnifying party shall fail promptly
and diligently to assume the defense thereof, then the indemnified party may respond to, contest and defend
against such Proceeding and may make in good faith any compromise or settlement with respect thereto, and
recover from the indemnifying party the entire cost and expense thereof including, without limitation, reasonable
attorneys' fees and disbursements and all amounts paid or foregone as a result of such Proceeding, or the
settlement or compromise thereof. The indemnification required hereunder shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and when bills or invoices are received or
loss, liability, obligation, damage or expense is actually suffered or incurred.

14. Publicity. Neither Viral Genetics or L&M shall issue or make, or cause to have issued or made, the
publication or dissemination of any press release or other public announcement or disclose any matter relating to
the existence of this Agreement, the other documents and the transactions contemplated hereby without the prior
written consent of the other, except as may be required pursuant to applicable law, regulation or subpoena. Either
party to this Agreement shall have the right to publicize the existence of the Agreement but not the material terms
thereof, except that L&M specifically consents to the disclosure of the existence and material terms of this
Agreement in the annual Form 10-KSB filing of Viral with the United States Securities and Exchange
Commission for the year ended December 31, 2003. If either party intends to publicize this Agreement
(including, without limitation, the issuance of a press release), then the prior written approval of the other party
shall be required, and such approval shall not be unreasonably withheld.

15. Further Assurances. From time to time prior to, at and after the execution and delivery of this Agreement,
Viral Genetics and L&M shall execute and deliver or cause to be executed and delivered such further documents
and instruments and take such further action as Viral Genetics or L&M may reasonable request in order to more
effectively give effect to this Agreement.

16. Miscellaneous.

                                                           8
(a) Survival. The representations and warranties and other obligations of the parties hereto shall survive the date
hereof.
(b) Successors and Assigns; Assignment; Intended Beneficiaries. This Agreement shall be binding upon and inure
to the benefit of Viral Genetics and L&M and their respective heirs, successors and permitted assigns. For
purposes hereof, successors of Viral Genetics and L&M shall include, without limitation, any corporation or
corporations acquiring, directly or indirectly, all or substantially all of the assets of Viral Genetics and L&M,
respectively, whether by merger, consolidation, purchase, lease or otherwise. No party shall assign this
Agreement or delegate any of their obligations hereunder without the prior written consent of the other party.
Notwithstanding the foregoing, L&M may elect to assign portions of the consideration payable pursuant to
Section 3 to various third parties ("L&M Assignees"). Viral hereby provides its consent to such assignment(s)
provided that L&M and each of the L&M Assignees shall execute an Assignment and Assumption Agreement in
the form attached hereto as Exhibit B. Further, in the event that any such assignment includes assignment of
shares and or options, each L&M Assignee shall provide to Viral a standard investor representation letter in the
form attached hereto as Exhibit C.
(c) Severability. The invalidity or unenforceability of any provision of this Agreement, or part of any provision of
this Agreement, shall not affect the other provisions or parts hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provisions or parties were omitted.
(d) Expenses. Each party shall pay its own expenses in connection with this Agreement and the transactions
contemplated hereby.
(e) Amendment; Entire Agreement. This Agreement may not be modified, amended, altered or supplemented,
except by a written agreement executed by each of the parties hereto. This Agreement, including the schedules
and exhibits hereto, and the instruments and other documents delivered pursuant to this Agreement contain the
entire understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior
and/or contemporaneous understandings and agreements of any kind and nature (whether written or oral) among
the parties with respect to such subject matter, all of which are merged herein.
(f) Waiver. Any waiver by Viral Genetics, on the one hand, and L&M, on the other hand, of any breach of or
failure to comply with any provision or condition of this Agreement by the other party shall not be construed as,
or constitute, a continuing waiver of such provision or condition, or a waiver of any other breach of, or failure to
comply with, any other provision or condition of this Agreement, any such waiver to be limited to the specific
matter and instance for which it is given. No waiver of any such breach or failure or of any provision or condition
of this Agreement shall be effective unless in a written instrument signed by the party granting the waiver. No
failure or delay by either party to enforce or exercise its rights hereunder shall be deemed a waiver hereof, nor
shall any single or partial exercise of any such right or any abandonment or discontinuance of steps to enforce
such rights, preclude any other or further exercise thereof or the exercise of any other right.
(g) Notices. All notices, demands, consents, requests, instructions and other communications to be given or
delivered or permitted under or by reason of the

                                                         9
provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and
shall be deemed to be delivered and received by the intended recipient as follows: (a) if personally delivered, on
the Business Day of such delivery (as evidenced by the receipt of the personal delivery service), (b) if mailed
certified or registered mail return receipt requested, four (4) Business Days after being mailed, (c) if delivered by
overnight courier (with all charges having been prepaid), on the Business Day of such delivery (as evidenced by
the receipt of the overnight courier service of recognized standing), or (d) if delivered by facsimile transmission,
on the Business Day of such delivery if sent by 5:00 p.m. in the time zone of the recipient, or if sent after that time,
on the next succeeding Business Day (as evidenced by the printed confirmation of delivery generated by the
sending party's telecopier machine). If any notice, demand, consent, request, instruction or other communication
cannot be delivered because of a changed address of which no notice was given (in accordance with this Section
16), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall
be deemed received on the second Business Day the notice is sent (as evidenced by a sworn affidavit of the
sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the
following addresses or facsimile numbers as applicable:

If to Viral Genetics:

                                                   Viral Genetics
                                                905 Mission Street
                                            South Pasadena, CA 91030
                                                Attn: Haig Keledjian
                                           Facsimile No.: (626) 799-2265

                                                     If to L&M:

                                            L&M Global Ventures, Inc.
                                                93 Tallmadge Drive
                                              Miller Place, NY 11764
                                                 Attn: Laurie Paul
                                           Facsimile No.: (631) 331-8282

in each case with a copy to:

Jenkens & Gilchrist Parker Chapin LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174
Attn: Martin Eric Weisberg, Esq.

                                            Telecopier: (212) 704-6288

or to such other address as any party may specify by notice given to the other party in accordance with this
Section 18(g).

                                                          10
(h) Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws
of the State of California applicable to agreements made and to be performed in that state, without regard to any
of its principles of conflicts of laws or other laws which would result in the application of the laws of another
jurisdiction. This Agreement shall be construed and interpreted without regard to any presumption against the
party causing this Agreement to be drafted. Each of the parties unconditionally and irrevocably consents to the
exclusive jurisdiction of the Courts of the State of California and the Federal District Court for the _____ District
of California with respect to any suit, action or proceeding arising out of or relating to this Agreement or the
Transactions contemplated hereby, and each of the parties hereby unconditionally and irrevocably waives any
objection to venue in any such Court, and agrees that service of any summons, complaint, notice or other process
relating to such suit, action or other proceeding may be effected in the manner provided in Section 16(g). Each of
the parties hereby unconditionally and irrevocably waives the right to a trial by jury in any action, suit or
proceeding arising out of or relating to this Agreement or the Transactions contemplated hereby.
(i) Severability. The parties agree that should any provision of this Agreement be held to be invalid, illegal or
unenforceable in any jurisdiction, that holding shall be effective only to the extent of such invalidity, illegally or
unenforceability without invalidating or rendering illegal or unenforceable the remaining provisions hereof, and any
such invalidity, illegally or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. It is the intent of the parties that this Agreement be fully enforced to the fullest
extent permitted by applicable law.
(j) Counterparts; Headings; etc. This Agreement may be executed in two or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original,
and all of which, when taken together, shall constitute one and the same document. This Agreement shall become
effective when one or more counterparts, taken together, shall have been executed and delivered by all of the
parties. The section headings contained in this Agreement (including, without limitation, section headings and
headings in the exhibits and schedules) are inserted for reference purposes only and shall not affect in any way the
meaning, construction or interpretation of this Agreement. Any reference to the masculine, feminine, or neuter
gender shall be a reference to such other gender as is appropriate. References to the singular shall include the
plural and vice versa.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

VIRAL GENETICS, INC.

By: ____________________________________ Haig Keledjian, President

                                                           11
L&M GLOBAL VENTURES, INC.

By: ____________________________________ Laureen A. Paul, President

                                              12
EXHIBIT A - Form of Option

                                           VIRAL GENETICS, INC.

                                      Option for the Purchase of _________
                                            Shares of Common Stock
                                                Par Value $0.001

                                       STOCK OPTION AGREEMENT

THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE
OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND
ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE
SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR
INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL,
TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT AND SUCH STATE STATUTES.

This is to certify that, for value received, [name] (the "Optionee") is entitled to purchase from VIRAL
GENETICS, INC. (the "Company" or "Corporation"), on the terms and conditions hereinafter set forth, all or
any part of __________________ shares ("Option Shares") of the Company's common stock, par value $0.001
(the "Common Stock"), at the purchase price of $[__] per share ("Option Price"). Upon exercise of this option in
whole or in part, a certificate for the Option Shares so purchased shall be issued and delivered to the Optionee. If
less than the total option is exercised, a new option of similar tenor shall be issued for the unexercised portion of
the options represented by this Agreement.

This option is granted subject to the following further terms and conditions:

2. This option shall vest and be exercisable immediately. The right to exercise this option with respect to any of
the Option Shares shall terminate on April 1, 2007. In order to exercise this option with respect to all or any part
of the Option Shares for which this option is at the time exercisable, Optionee (or in the case of exercise after
Optionee's death, Optionee's executor, administrator, heir or legatee, as the case may be) must take the following
actions:

(a) Deliver to the Corporate Secretary of the Corporation an executed notice of exercise in substantially the form
of that attached to this Agreement (the "Exercise Notice") in which there is specified the number of Option Shares
which are to be purchased under the exercised option.

(b) Pay the aggregate Option Price for the purchased shares through full payment in cash or by check made
payable to the Corporation's order;

                                                        A-1
(c) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if
other than Optionee) have the right to exercise this option.

(d) For purposes of this Agreement, the Exercise Date shall be the date on which the executed Exercise Notice
shall have been delivered to the Company. Payment of the Option Price for the purchased shares must
accompany such Exercise Notice.

(e) Upon such exercise, the Company shall issue and cause to be delivered with all reasonable dispatch (and in
any event within five business days of such exercise) to or upon the written order of the Optionee at its address,
and in the name of the Optionee, a certificate or certificates for the number of full Option Shares issuable upon
the exercise together with such other property (including cash) and securities as may then be deliverable upon
such exercise. Such certificate or certificates shall be deemed to have been issued and the Optionee shall be
deemed to have become a holder of record of such Option Shares as of the Exercise Date.

2. The Optionee acknowledges that the shares subject to this option have not and will not be registered as of the
date of exercise of this option under the Securities Act or the securities laws of any state. The Optionee
acknowledges that this option and the shares issuable on exercise of the option, when and if issued, are and will
be "restricted securities" as defined in Rule 144 promulgated by the Securities and Exchange Commission and
must be held indefinitely unless subsequently registered under the Securities Act and any other applicable state
registration requirements. The Company is under no obligation to register the securities under the Securities Act
or under applicable state statutes. In the absence of a registration or an available exemption from registration, sale
of the Option Shares may be practicably impossible.

3. The Company, during the term of this Agreement, will obtain from the appropriate regulatory agencies any
requisite authorization in order to issue and sell such number of shares of its Common Stock as shall be sufficient
to satisfy the requirements of the Agreement.

4. The number of Option Shares purchasable upon the exercise of this option and the Option Price per share
shall be subject to adjustment from time to time subject to the following terms. If the outstanding shares of
Common Stock of the Company are increased, decreased, changed into or exchanged for a different number or
kind of shares of the Company through reorganization, recapitalization, reclassification, stock dividend, stock split
or reverse stock split, the Company or its successors and assigns shall make an appropriate and proportionate
adjustment in the number or kind of shares, and the per-share Option Price thereof, which may be issued to the
Optionee under this Agreement upon exercise of the options granted under this Agreement. The purchase rights
represented by this option shall not be exercisable with respect to a fraction of a share of Common Stock. Any
fractional shares of Common Stock arising from the dilution or other adjustment in the number of shares subject
to this option shall rounded-up to the nearest whole share.

5. The Company covenants and agrees that all Option Shares which may be delivered upon the exercise of this
option will, upon delivery, be free from all taxes, liens, and charges with respect to the purchase thereof;
provided, that the Company shall have no obligation with respect to any income tax liability of the Optionee and
the Company may, in its discretion, withhold such amount or require the Optionee to make such provision of
funds or other consideration as the Company deems necessary to satisfy any income tax withholding obligation
under federal or state law.

                                                        A-2
6. The Company agrees at all times to reserve or hold available a sufficient number of shares of Common Stock
to cover the number of Option Shares issuable upon exercise.

7. This option shall not entitle the holder hereof to any voting rights or other rights as a shareholder of the
Company, or to any other rights whatsoever, except the rights herein expressed, and no dividends shall be
payable or accrue in respect of this option or the interest represented hereby or the Option Shares purchasable
hereunder until or unless, and except to the extent that, this option shall be exercised.

8. The Company may deem and treat the registered owner of this option as the absolute owner hereof for all
purposes and shall not be affected by any notice to the contrary.

9. In the event that any provision of this Agreement is found to be invalid or otherwise unenforceable under any
applicable law, such invalidity or unenforceability shall not be construed as rendering any other provisions
contained herein invalid or unenforceable, and all such other provisions shall be given full force and effect to the
same extent as though the invalid or unenforceable provision were not contained herein.

10. This Agreement shall be governed by and construed in accordance with the internal laws of the state of
California, without regard to the principles of conflicts of law thereof.

11. Except as otherwise provided herein, this Agreement shall be binding on and inure to the benefit of the
Company and the person to whom an option is granted hereunder, and such person's heirs, executors,
administrators, legatees, personal representatives, assignees, and transferees.

IN WITNESS WHEREOF, the Company has caused this option to be executed on the ___ day of
__________, 200_, by the signature of its duly authorized officer.

                                            VIRAL GENETICS, INC.

                                By____________________________________
                                          Duly Authorized Officer

The undersigned Optionee hereby acknowledges receipt of a copy of the foregoing option and acknowledges
and agrees to the terms and conditions set forth in the option.

Per:__________________________________

                                                         A-3
                                                 Exercise Notice
                                    (to be signed only upon exercise of Option)

TO: Viral Genetics, Inc.

The Optionee, holder of the attached option, hereby irrevocable elects to exercise the purchase rights
represented by the option for, and to purchase thereunder, ________________________________ shares of
common stock of Viral Genetics, Inc., and herewith makes payment therefor, and requests that the certificate(s)
for such shares be delivered to the Optionee at:




If acquired without registration under the Securities Act of 1933, as amended ("Securities Act"), the Optionee
represents that the Common Stock is being acquired without a view to, or for, resale in connection with any
distribution thereof without registration or other compliance under the Securities Act and applicable state statutes,
and that the Optionee has no direct or indirect participation in any such undertaking or in the underwriting of such
an undertaking. The Optionee understands that the Common Stock has not been registered, but is being acquired
by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions
by an issuer not involving any public offering and that any disposition of the Common Stock may, under certain
circumstances, be inconsistent with these exemptions. The Optionee acknowledges that the Common Stock must
be held and may not be sold, transferred, or otherwise disposed of for value unless subsequently registered under
the Securities Act or an exemption from such registration is available. The Company is under no obligation to
register the Common Stock under the Securities Act, except as provided in the Agreement for the option. The
certificates representing the Common Stock will bear a legend restricting transfer, except in compliance with
applicable federal and state securities statutes.

The Optionee agrees and acknowledges that this purported exercise of the option is conditioned on, and subject
to, any compliance with requirements of applicable federal and state securities laws deemed necessary by the
Company.

DATED this ________ day of ________________________________, _________.


                                                     Signature

                                                        A-4
Exhibit B

                                                 ASSIGNMENT

ASSIGNMENT dated as of March __, 2004 (this "Assignment"), from L&M Global Ventures, Inc., a Delaware
corporation (the "Assignor"), to _____________ (the "Assignee").

WHEREAS, Assignor is a party to the Termination Agreement (the "Agreement") dated the 1st day of March,
2004, and effective as of October 1, 2003 by and between Viral Genetics, Inc., a Delaware Corporation ("Viral
Genetics") and Assignor; and

WHEREAS, Section 6(b)(iii) of the Agreement contemplates that the Assignor may assign to third parties a
portion of the consideration provided for in Section 6(a).

WHEREAS, therefore the Assignor is herewith assigning and transferring to Assignee a portion of such
consideration under the Agreement; and

WHEREAS, Assignee hereby accepts said assignment therein.

NOW, THEREFORE, for good and valuable consideration, the receipt and legal and adequacy of which is
hereby acknowledged, the Assignor and the Assignee agree as follow:

10. Without any further consideration, the Assignor hereby assigns, transfers, disposes and sets over to the
Assignee, and Assignee hereby accepts, all of the Assignor's right, title and interest to those shares of fully-paid
and non-assessable shares of Common Stock of Viral Genetics and options to purchase shares of common stock
of Viral Genetics as more fully set forth on Schedule 1 attached hereto (the "Assigned Interest").

11. The Assignor acknowledges and agrees that the Assignee is not assuming, directly or indirectly, any of the
obligation of the Assignor under the Agreement.

12. At the request of the Assignee, the Assignor shall execute such other instruments, documents and certificates
of transfer and assignment as the Assignee may reasonably request in order to effectuate the terms and provisions
of this Assignment Agreement.

13. The Assignor represents and warrants to the Assignee that the Assignor has not granted any lien in the
Assigned Interest.

14. The terms and provisions of this Assignment Agreement may not be modified, amended or waived, except by
an agreement in writing signed by each of the parties hereto.

15. This Assignment Agreement embodies and constitutes the entire agreement and understanding of the parties
hereto with respect to the subject matter hereof. There are no promises, representations, warranties, covenants
or undertakings with respect to such subject matter, other than those expressly set forth or referred to herein.
This Assignment Agreement supersedes all prior and/or contemporaneous agreements and understandings
(whether written or oral), if any, between the parties with respect to the subject matter hereof all of which are
merged herein.

16. This Assignment Agreement shall be governed by and construed and enforced in accordance with the laws of
the State of New York applicable to agreements made and

                                                        B-1
performed in the State of New York, without giving effect to its principles of conflicts of law or choice of laws.
This Assignment Agreement shall be interpreted and construed without regard to any rule which might require it
to be interpreted or construed with a presumption against the party which caused this Assignment Agreement to
be drafted.

17. The Assignor's rights and obligations hereunder are personal to Assignor and shall not be assigned, without
the prior written consent of the Assignee. This Assignment Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their successors and permitted assigns.

18. This Assignment Agreement may be executed in any number of counterparts (including by facsimile
signature); each of which shall be deemed to be an original, and all of which, when taken together, shall be
deemed to be, and shall constitute, one and the same agreement.

IN WITNESS WHEREOF, each of the parties have executed this Assignment Agreement as of the date first
above written.

L&M Global Ventures, Inc., as Assignor

By:__________________________________ Laureen A. Paul, President

Acknowledged and Agreed:



                                                  , as Assignee

                                                       B-2
EXHIBIT C

INVESTMENT REPRESENTATIONS

Viral Genetics, Inc.
905 Mission Street
South Pasadena, CA 91030

Re: Acquisition of Common Stock and or Options to Purchase Common Stock

Gentlemen:

In connection with the acquisition by the undersigned of the of common stock and/or options to purchase
common stock, including the common stock underlying such options (collectively the "Securities") of Viral
Genetics, Inc., in a private transaction from New York International Commerce Group, Inc., the undersigned
represents that the Securities are being acquired without a view to, or for, resale in connection with any
distribution of such Securities or any interest therein without registration or other compliance under the Securities
Act of 1933, as amended (the "Securities Act"), and that the undersigned has no direct or indirect participation in
any such undertaking or in the underwriting of such an undertaking.

The undersigned understands that the Securities have not been registered, but are being acquired by reason of a
specific exemption under the Securities Act as well as under certain state statutes for transactions not involving
any public offering and transaction by a person other than an issuer, underwriter, or dealer, and that any
disposition of the subject Securities may, under certain circumstances, be inconsistent with this exemption and
may make the undersigned an "underwriter" within the meaning of the Securities Act. It is understood that the
definition of an "underwriter" focuses on the concept of "distribution" and that any subsequent disposition of the
subject Securities can only be effected in transactions that are not considered distributions. Generally, the term
"distribution" is considered synonymous with "public offering" or any other offer or sale involving general
solicitation or general advertising. Under present law, in determining whether a distribution occurs when securities
are sold into the public market, under certain circumstances one must consider the availability of public
information regarding the issuer, a holding period for the securities sufficient to assure that the persons desiring to
sell the securities without registration first bear the economic risk of their investment, and a limitation on the
number of securities which the stockholder is permitted to sell and on the manner of sale, thereby reducing the
potential impact of the sale on the trading markets. These criteria are set forth specifically in Rule 144
promulgated under the Securities Act. After one year from the date the Securities are fully paid for and the
subscription is accepted by the issuer, all as calculated in accordance with Rule 144(d), sales of the Securities in
reliance on Rule 144 can only be made in limited amounts in accordance with the terms and conditions of that
rule. After two years from the date the Securities are fully paid for, as calculated in accordance with Rule
144(d), they can generally be sold without meeting these conditions provided the holder is not (and has not been
for the preceding three months) an affiliate of the issuer.

The undersigned acknowledges that the Securities must be held and may not be sold, transferred, or otherwise
disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such
registration is available. The issuer is under no obligation to register the Securities under the Securities Act or
under Section 12 of the Securities Exchange Act of 1934, as amended, except as may be expressly agreed to by
it in writing. If Rule 144 is available, and no assurance is given that it will

                                                         C-1
be, initially only routine sales of such Securities in limited amounts can be made in reliance on Rule 144 in
accordance with the terms and conditions of that rule. The issuer is under no obligation to the undersigned to
make Rule 144 available, except as may be expressly agreed to by it in writing. In the event Rule 144 is not
available, compliance with Regulation A or some other disclosure exemption may be required before the
undersigned can sell, transfer, or otherwise dispose of such Securities without registration under the Securities
Act. The issuer's registrar and transfer agent will maintain a stop transfer order against the registration of transfer
of the Securities, and the certificates representing the Securities will bear a legend in substantially the following
form so restricting the sale of such Securities:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (the "Securities Act"), AND ARE "RESTRICTED
SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES
ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE
UNDER THE SECURITIES ACT.

The issuer may refuse to register transfer of the Securities in the absence of registration under federal securities
laws or compliance with Rule 144, unless the undersigned furnishes the issuer with a "no action" or interpretative
letter from the Securities and Exchange Commission or an opinion of counsel reasonably acceptable to the issuer
stating that the transfer is proper. Further, unless such letter or opinion states that the Securities are free of any
restrictions under the Securities Act, the issuer may refuse to transfer the Securities to any transferee who does
not furnish in writing to the issuer the same representations and agree to the same conditions with respect to such
Securities as set forth herein. The issuer may also refuse to transfer the Securities if any circumstances are present
reasonably indicating that the transferee's representations are not accurate.

          Dated:    __________________________, 2004             ____________________________________
                                                                 Signature


                                                                 ____________________________________
                                                                 Print Name

                                                                 ____________________________________
                                                                 Street

                                                                 ____________________________________
                                                                 City, State, and Zip Code




                                                          C-2
Exhibit 10.8

                                       EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into by and between VIRAL
GENETICS, INC., a Delaware corporation (the "Company" or "Employer"), and _________________
("Employee").

                                                      Recitals

A. Employer is a company engaged in the business of developing and distributing biomedical products and
technology;

B. Employee has been engaged in and has experience in the Employer's business;

C. The Company desires to provide for the employment of Employee, to clearly set forth the relationship
between the parties, and to restrict Employee from using certain confidential information and from competing with
the Employer in the future.

                                                    Agreement

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated as a part of this
Agreement, and of the mutual covenants contained herein and the mutual benefits to be derived hereunder, the
parties agree as follows:

1. Employment. Employer hereby employs Employee to perform those duties generally described in this
Agreement, and Employee hereby accepts and agrees to such employment on the terms and conditions
hereinafter set forth, all as of June 1, 2003 (the "Effective Date").

2. Duties. Employer hereby employs Employee to serve as _________________ or in such other or alternative
offices as the board of directors of the Company shall determine from time to time; provided, that in no event
shall Employee be appointed to serve in a position lower in rank than a _________________ of the Company
or its equivalent. Employee agrees to serve from time to time at the pleasure of the board of directors in such
additional and/or other offices or positions with Employer as shall be determined by Employer's board of
directors, without compensation except as set forth herein. Employee shall devote substantially all of his working
time and efforts to the business of Employer and any other of Employer's subsidiary companies, if any, and shall
not during the term of this Agreement be engaged in any other substantial business activities which will significantly
interfere or conflict with the performance of his duties hereunder.

                                                          1
3. Reasonable Best Efforts. Employee agrees that he will at all times faithfully, industriously, and to the reasonable
best of his ability, experience, and talents, perform all of the duties that may be required of and from him pursuant
to the express and explicit terms hereof.

4. Vacations. Employee shall be entitled each year to a paid vacation of at least o weeks. Vacation shall be taken
by Employee at times and with starting and ending dates determined by Employee taking into account the
reasonable needs of Employer. Vacation or portions of vacations not used in one employment year shall carry
over to the succeeding employment year, but shall thereafter expire if not used within such succeeding year.

5. Term. The term of this Agreement shall be for the period commencing, on the Effective Date and continuing
through May 31, 2006. This Agreement shall be renewed for successive one-year terms upon the agreement of
the Employer and Employee to renew this Agreement. For all purposes of this Agreement, including for purposes
of applying the renewal provisions of this paragraph to any term subsequent to the term then being extended, the
Expiration Date shall mean May 31, 2006 for the initial term hereof or May 31 at the end of any one-year
renewal term, as the case may be.

6. Compensation.

(a) Employer shall pay to Employee a base salary of o per annum, payable in accordance with the payroll
procedures established by Employer for all its employees. Such salary shall be subject to an annual review and
may be increased, but not decreased, by the Company's board of directors. The salary to Employee and all other
compensation and benefits hereunder shall be subject to withholding and other applicable taxes.

(b) If the Employer determines in its sole discretion it lacks the working capital to make any payment of salary
provided for in subparagraph 6(a) when due, then the Employer may elect to accrue such payment of salary and
defer payment until such time as it determines that it has sufficient working capital to make such payment in whole
or in part.

(c) For and in consideration of the agreement of the Employee to enter into this Agreement and as an incentive
for the Employee to use his best efforts in pursuit of the Company's business, concurrently with the execution of
this Agreement the Employer and Employee shall enter into the option agreement in the form attached hereto as
Exhibit A (the "Option Form").

(d) For and in consideration of the continued service of the Employee under this Agreement during the Term
hereof, the Employer shall issue and deliver to the Employee on each anniversary date of this Agreement an
option (the "Annual Option") to purchase o shares of the common stock of the Employer (subject to adjustment
from time to time in the manner provided for in paragraph 4 of the Option Form) at an exercise price per share
equal to the fair market value (determined in the same manner set forth in paragraph 1(e) of the Option Form) as
of the last trading date immediately preceding the date the Annual Option is to be issued on the same terms and
conditions and in the same form as the Option Form.

                                                          2
7. Employment Benefits. Employee shall be entitled to participate in all of Employer's benefit plans, including but
not limited to, long-term disability insurance, any stock option, medical, dental, life insurance, retirement, pension,
profit sharing, or other plan as in effect from time to time on the same basis as other employees.

8. Working Facilities. Employer will provide to Employee at Employer's principal executive offices suitable
executive offices and facilities appropriate for his position and suitable for the performance of his responsibilities.

9. Expenses. Employer shall bear the cost of all expenses reasonably incurred by the Employee in performing his
duties under this Agreement. The expenses for which Employer will reimburse Employee include, but are not
limited to, expenses for travel, lodging, meals, beverages, entertainment, and similar items. The Employee shall
provide to Employer a monthly accounting of such expenses, all on a basis consistent with a reasonable policy
established by Employer for its executive officers. Employee agrees to submit such documentation as may be
necessary to substantiate the deductibility of the foregoing expenses for income tax purposes which are permitted
under the Internal Revenue Code. Employee agrees to keep such records as are required under the Internal
Revenue Code and the Regulations there under to enable substantiation of each of the said expenditures or
reimbursements.

10. Non-Solicitation. Except as provided in paragraph 14, below, during the period of this Agreement, and for
an additional period after termination or expiration of this Agreement of one year, Employee agrees that he will
not, directly or indirectly, solicit any person who was an employee of the Employer or any subsidiary of Employer
at any time within six months prior to the date of termination or expiration of this Agreement; or solicit any
person, governmental entity or agency, firm or business that was a supplier, customer or client of the Employer or
any subsidiary of Employer at any time during the two year period prior to the date of termination or expiration of
this Agreement with respect to any product or technology developed, under development, or contemplated for
development by Employer prior to or as of the date of termination or expiration. The obligation not to solicit as
described above is not limited during the term provided herein by territory. This covenant shall survive the
termination of this Agreement.

11. Non-Disclosure of Information. In further consideration of employment and the continuation of employment
by Employer, Employee agrees as follows:

(a) During the period of this Agreement and the period following termination or expiration of this agreement,
Employee will not, directly or indirectly:

(i) use for his own benefit or give to any person not authorized by Employer to receive or use such information,
except for the sole benefit of Employer, any marketing plans, results, or product marketing information, which are
proprietary to Employer;

                                                           3
(ii) use for his own benefit or give to any person not authorized by Employer to receive it, any plans or
specifications, scientific know-how, formulas, technical data or information, clinical study protocols or data,
patient or biologic information, customer lists, data, study, table, report, or the like owned by Employer, or any
copy thereof; or

(iii) use for his own benefit or give to any persons not authorized by Employer to receive it any information that is
not generally known to anyone other than Employer, or that is designated by Employer as "Limited", "Private", or
"Confidential", or similarly designated.

This restriction will cease with respect to any item of proprietary or confidential information that becomes
available to the public other than through fault of the Employee.

(b) Employee shall keep himself informed of Employer's policies and procedures for safeguarding Employer's
property, including proprietary data and information, and will strictly comply with those policies and procedures
at all times during which the restrictions imposed by this paragraph 11 remain in effect. He will not, except when
authorized by Employer or required for the performance of his duties hereunder, remove any of Employer's
physical property from Employer's premises. He will return to Employer, immediately upon termination of
employment, all of Employer's physical property in his possession or control.

12. Disability. If Employee is unable to perform his services by reason of illness or incapacity, the compensation
payable shall be as follows:

(a) for any initial period of incapacity of three consecutive months or less, compensation to Employee shall not be
affected in any way;

(b) the compensation payable to Employee during the second consecutive three-month period of incapacity shall
be one-half of the compensation provided for in paragraph 6, above; and

(c) during the third consecutive three-month period of incapacity, one-fourth of the compensation provided for in
paragraph 6, above;

provided, however, that no such compensation shall be payable with respect to any day after the termination of
this Agreement; and provided further, that to the extent any disability insurance provided by or through the
Employer pays part or all of the compensation stated above, the Employer shall have no obligation to make
payment thereof to the Employee under this paragraph 12. Notwithstanding the foregoing, if such illness or
incapacity does not cease to exist within such nine-consecutive-month period, as determined by a physician
selected by the Employer, Employee shall not be entitled to receive any further compensation from Employer and
Employer may thereupon terminate this Agreement. If Employee desires to return to work, but there is a dispute
as to whether he is able to perform his duties hereunder, the issue shall be submitted to arbitration as provided in
paragraph 25 hereof.

                                                          4
13. Termination for Cause. Except as set forth in the foregoing paragraph or due to the death of Employee,
Employer may not terminate this Agreement during its term without cause. As used herein, cause shall mean that:

(a) Employee has materially breached in a manner injurious to the Company the terms of this Agreement (other
than as described in subparagraphs
(b) and (c) of this paragraph 13), and such breach has not been cured within 30 days following the date of
written notice to Employee of such breach;

(b) Employee has been grossly negligent in the performance of his duties at least three times in any consecutive
30-day period; or

(c) Employee has engaged in material and willful or gross misconduct in the performance of his duties hereunder.

14. Termination Payment.

(a) In the event that the Employee's employment is terminated by the Employer for reasons other than cause as
defined in paragraph 13, or is terminated by Employee for good reason (as hereinafter defined), the Employee
shall be compensated by the Employer through a single sum payment payable within 30 days after such
termination in an amount equal to the annual rate of salary provided for in paragraph 6(a) above in effect as of the
date of termination, and issuance and delivery of an option to purchase o shares of the common stock of
Employer (subject to adjustment from time to time in the manner provided for in paragraph 4 of the Option
Form) at an exercise price per share equal to the fair market value (determined in the same manner as set forth in
paragraph 1(e) of the Option Form) as of the last trading date immediately preceding the date of termination of
the same terms and conditions and in the same form as the Option Form. In addition, Employer shall maintain for
Employee at Employer's expense all life, long-term disability, and health and medical insurance in effect for the
Employee as of the date of termination. So long as the termination payments called for by this subparagraph (a)
are made by Employer, Employee shall be bound by the terms and obligations set forth in paragraph 10 of this
Agreement for the term provided therein.

(b) In the event that the Employee's employment is terminated by the Employee during the term hereof for any
reason other than good reason or is terminated by the Employer during the term hereof for cause as provided in
paragraph 13, Employee shall be entitled to receive only that compensation due and payable hereunder with
respect to periods ended on or before the date of termination. So long as the termination payment called for by
this subparagraph
(b) is made by Employer, Employee shall be bound by the terms and obligations set forth in paragraph 10 of this
Agreement.

(c) As used in this Agreement, termination for good reason shall mean termination by the Employee in the
following circumstances: (i) a material breach by Employer of this Agreement, and such breach has not been
cured within 30 days following the date of written notice to Employer of such breach; (ii) any person (other than
the Employer, a subsidiary of the

                                                         5
Employer, or an affiliate of the Employer) is or becomes the beneficial owner, directly or indirectly, of securities
of the Employer representing 50 percent or more of the combined voting power of the then outstanding securities
of the Employer; or (iii) any merger or reorganization of the Employer whether or not another entity is the
survivor, pursuant to which the holders, as a group, of all of the shares of the Employer outstanding prior to the
transaction hold, as a group, less than 50 percent of the combined voting power of the Employer or any
successor company outstanding after the transaction.

(d) In the event Employee terminates this Agreement for good reason in accordance with paragraphs 14(c)(ii) or
(iii), and Employee directly or indirectly serves or acts during the one year period following the date of
termination of this Agreement as an owner, director, partner, officer, employee, agent, consultant, or in any other
capacity with the successor in interest to the Employer, or any affiliate or assign of such successor, in which
position the Employee renders 20 hours or more of services per week on average to such successor, Employee
shall refund within thirty days following the date of first service or action the full amount of any termination
payment made to Employee under this paragraph 14 to the Employer.

15. Nontransferability. Neither Employee, his spouse, his designated contingent beneficiary, nor their estates shall
have any right to anticipate, encumber, or dispose of any payment due under this Agreement. Such payments and
other rights are expressly declared non-assignable and non-transferable except as specifically provided herein.

16. Indemnification. Employer shall indemnify Employee and hold him harmless from liability for, and shall
advance to him on a current basis any expenses incurred in connection with, acts, omissions, or decisions made
by him while performing services for Employer to the greatest extent permitted by applicable law. Employer shall
also use its best efforts to obtain and maintain during the term of this Agreement coverage for Employee in his
capacity as an officer and director of Employer of any of its subsidiaries or affiliates under any insurance policy
now in force or hereafter obtained during the term of this Agreement insuring officers and directors of Employer,
in amounts acceptable to Employee, against such liability.

17. Assignment. This Agreement may not be assigned (other than by will or by operation of law), by either party
without the prior written consent of the other party. Subject to this limitation, this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal
representatives, and permitted assigns.

18. Entire Agreement. This Agreement is and shall be considered to be the only agreement or understanding
between the parties hereto with respect to the employment of Employee by Employer. All negotiations,
commitments, and understandings acceptable to both parties have been incorporated herein. No letter, telegram,
or communication passing between the parties hereto shall be deemed a part of this Agreement; nor shall it have
the effect of modifying or adding to this Agreement unless it is distinctly stated in such letter, telegram, or
communication that it is to constitute a part of this Agreement and is to be attached as a rider to this Agreement
and is signed by the parties to this Agreement.

                                                         6
19. Modification of Contract. This Agreement cannot be modified by tender, acceptance or endorsement of any
instrument of payment, including check. Any words contained in an instrument of payment modifying this contract,
including a waiver or release of any claims, or a statement referring to paying in full is void. This Agreement can
only be modified in a separate writing, other than an instrument of payment, signed by the parties.

20. Counterpart and Headings. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and the same instrument. All headings in
this Agreement are inserted for convenience of reference and shall not affect its meaning or interpretation.

21. Cooperation. The parties shall deal with each other in good faith, good faith meaning honesty in fact and the
observance of all commercial standards of fair dealing and usages of trade, which are regularly observed within
the industry. In this regard, Employer shall not engage in any course of conduct that is oppressive to Employee
and intended by Employer to force Employee's resignation.

22. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by
the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any
party.

23. Notices. Any notice, request, instruction, report or other document to be given to the parties shall be in
writing and delivered personally or sent by certified mail, postage prepaid,

if to Employee: _________________

if to Employer: Viral Genetics, Inc. 905 Mission Street South Pasadena, California 91030

or at such other address as any party shall specify to the other party in writing.

24. Arbitration. In the event of dispute or controversy between the parties as to the performance hereof, this
Agreement shall be and remain in full force and effect and all terms hereof shall continue to be complied with by
both parties, it shall be submitted to two arbitrators, one to be appointed by each, and if those arbitrators do not
agree, they shall select a third disinterested and competent person to act with them, and the decision of the three,
or a majority of them, shall be final and conclusive. If either party does not appoint an arbitrator as aforesaid
within 90 days after receipt of notice to the other that it desires arbitration, which notice shall state the name and
address of the arbitrator appointed by such other, and does not within such period furnish to such other party the
name and address of the second arbitrator, then the arbitrator first named shall appoint a disinterested and
competent arbitrator for the party thus

                                                          7
defaulting, and the two arbitrators so appointed shall select a third to act with them as aforesaid and with like
effect. Cost of arbitration shall be borne by the parties equally. Judgment upon the reward rendered may be
entered in any court having jurisdiction thereof.

25. Enforcement. Employee acknowledges that any remedy at law for breach of paragraphs 10 and 11 would be
inadequate, acknowledges that Employer would be irreparably damaged by an actual or threatened breach
thereof, and agrees that Employer shall be entitled to an injunction restraining Employee from any actual or
threatened breach of paragraphs 10 and 11 as well as any further appropriate equitable relief without any bond
or other security being required. Employer may pursue enforcement of paragraphs 10 or 11 by commencing an
action at law or in equity without first pursuing arbitration pursuant to paragraph 25 of this Agreement. In addition
to the foregoing, each of the parties hereto shall be entitled to any remedies available in equity or by statute with
respect to the breach of the terms of this Agreement by the other party.

26. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the
state of California.

27. Severability. If and to the extent that any court of competent jurisdiction holds any provision or any part
thereof of this Agreement to be invalid or unenforceable, such holding shall in no way affect the validity of the
remainder of this Agreement.

28. Waiver. No failure by an party to insist upon the strict performance of any covenant, duty, agreement, or
condition of this Agreement or to exercise any right or remedy consequent upon a breach hereof shall constitute a
waiver of any such breach or of any other covenant, agreement, term, or condition.

AGREED and entered into on the __ day of ______ 200_.

                                               EMPLOYER:
                                           VIRAL GENETICS, INC.

                                    By______________________________
                                           Duly Authorized Officer

                                                   EMPLOYEE:


                                                          8
Exhibit 10.9

                                           VIRAL GENETICS, INC.

                                      Option for the Purchase of _________
                                            Shares of Common Stock

Par Value $0.001

                                       STOCK OPTION AGREEMENT

THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE
OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND
ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE
SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR
INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL,
TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT AND SUCH STATE STATUTES.

This is to certify that, for value received, _____________- (the "Optionee") is entitled to purchase from VIRAL
GENETICS, INC. (the "Company" or "Corporation"), on the terms and conditions hereinafter set forth, all or
any part of __________ shares ("Option Shares") of the Company's common stock, par value $0.001 (the
"Common Stock"), at the purchase price of $o per share ("Option Price"). Upon exercise of this option in whole
or in part, a certificate for the Option Shares so purchased shall be issued and delivered to the Optionee. If less
than the total option is exercised, a new option of similar tenor shall be issued for the unexercised portion of the
options represented by this Agreement.

This option is granted subject to the following further terms and conditions:

1. This option shall vest and be exercisable immediately. The right to exercise this option with respect to any of
the Option Shares shall terminate on the earlier to occur of: the date that is two years following termination for
any reason of Optionee's employment; or, May 31, 2008. No right to purchase unvested Option Shares shall
vest and become exercisable after termination of Optionee's employment for any reason. In order to exercise this
option with respect to all or any part of the Option Shares for which this option is at the time exercisable,
Optionee (or in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or legatee, as
the case may be) must take the following actions:

(a) Deliver to the Corporate Secretary of the Corporation an executed notice of exercise in substantially the form
of that attached to this Agreement (the "Exercise Notice") in which there is specified the number of Option Shares
which are to be purchased under the exercised option.

(b) Pay the aggregate Option Price for the purchased shares through one or more of the following alternatives:

(i) full payment in cash or by check made payable to the Corporation's order;

                                                         1
(ii) full payment in shares of Common Stock held for the requisite period necessary to avoid a charge to the
Company's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date (as
such term is defined below);

(iii) full payment through a combination of shares of Common Stock held for the requisite period necessary to
avoid a charge to the Company's earnings for financial reporting purposes and valued at Fair Market Value on
the Exercise Date and cash or check payable to the Company's order; or

(iv) full payment effected through a broker-dealer sale and remittance procedure pursuant to which Optionee
shall provide concurrent irrevocable written instructions (i) to a brokerage firm to effect the immediate sale of the
purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient
funds to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal, state and
local income and employment taxes required to be withheld in connection with such purchase and (ii) to the
Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete
the sale transaction; or

(c) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if
other than Optionee) have the right to exercise this option.

(d) For purposes of this Agreement, the Exercise Date shall be the date on which the executed Exercise Notice
shall have been delivered to the Company. Except to the extent the sale and remittance procedure specified
above is utilized in connection with the option exercise, payment of the Option Price for the purchased shares
must accompany such Exercise Notice.

(e) For all valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any
relevant date shall be determined in accordance with the following provisions:

(i) If the Common Stock is not at the time listed or admitted to trading on any national securities exchange but is
traded on the Nasdaq National Market, the Fair Market Value shall be the mean between the highest "bid" and
lowest "offered" quotations of a share of Common Stock on such date (or if none, on the most recent date on
which there were bid and offered quotations of a share of Common Stock), as reported by the Nasdaq National
Market or any successor system.

(ii) If the Common Stock is at the time listed or admitted to trading on any national securities exchange, then the
Fair Market Value shall be the closing selling price per share on the date in question on the securities exchange,
as such price is officially quoted in the composite tape of transactions on such exchange. If there is no reported
sale of Common Stock on such exchange on the date in question, then the Fair Market Value shall be the closing
selling price on the exchange on the last preceding date for which such quotation exists.

                                                          2
(iii) If the Common Stock is not listed on such date on any national securities exchange nor included in the
Nasdaq National Market, but is traded in the over-the-counter market, the highest "bid" quotation of a share of
Common Stock on such date (or if none, on the most recent date on which there were bid quotations of a share
of Common Stock), as reported on the Nasdaq Smallcap Market or the NASD OTC Bulletin Board, as
applicable.

(f) Upon such exercise, the Company shall issue and cause to be delivered with all reasonable dispatch (and in
any event within three business days of such exercise) to or upon the written order of the Optionee at its address,
and in the name of the Optionee, a certificate or certificates for the number of full Option Shares issuable upon
the exercise together with such other property (including cash) and securities as may then be deliverable upon
such exercise. Such certificate or certificates shall be deemed to have been issued and the Optionee shall be
deemed to have become a holder of record of such Option Shares as of the Exercise Date.

2. The Optionee acknowledges that the shares subject to this option have not and will not be registered as of the
date of exercise of this option under the Securities Act or the securities laws of any state. The Optionee
acknowledges that this option and the shares issuable on exercise of the option, when and if issued, are and will
be "restricted securities" as defined in Rule 144 promulgated by the Securities and Exchange Commission and
must be held indefinitely unless subsequently registered under the Securities Act and any other applicable state
registration requirements. Except as provided herein, the Company is under no obligation to register the securities
under the Securities Act or under applicable state statutes. In the absence of such a registration or an available
exemption from registration, sale of the Option Shares may be practicably impossible. The Optionee shall confirm
to the Company the representations set forth above in connection with the exercise of all or any portion of this
option. The Company agrees to register or qualify the Option Shares, but not this option, for resale as follows:

(a) If, at any time during the period in which the rights represented by this Agreement are exercisable, the
Company proposes to file a registration statement or notification under the Securities Act for the primary or
secondary sale of any debt or equity security, it will give written notice at least 30 days prior to the filing of such
registration statement or notification to the Optionee of its intention to do so. The Company agrees that, after
receiving written notice from the Optionee of its desire to include its Option Shares in such proposed registration
statement or notification, the Company shall afford the Optionee the opportunity to have its Option Shares
included therein. Notwithstanding the provisions of this paragraph 2(a), the Company shall have the right, at any
time after it shall have given written notice pursuant to this paragraph (whether or not a written request for
inclusion of the Option Shares shall be made) to elect not to file any such proposed registration statement or
notification or to withdraw the same after the filing but prior to the effective date thereof. In no event shall the
Company be obligated to include the Option Shares in any registration statement or notification under this
paragraph 2(a) if, in the opinion of the underwriter, the inclusion of the Option Shares in such registration
statement or notification would be materially detrimental to the proposed offering of debt or equity securities
pursuant to which the Company gave notice to the holders under this paragraph; provided, that the Option
Shares shall not be excluded from any such registration statement or notification if debt or equity securities of the
Company held by any other persons are, or will be, included in such registration statement or notification.

(b) In connection with the filing of a registration statement, notification, or post-effective amendment under this
section, the Company covenants and agrees:

                                                           3
(i) to pay all expenses of such registration statement, notification, or post-effective amendment, including, without
limitation, printing charges, legal fees and disbursements of counsel for the Company, blue sky expenses,
accounting fees and filing fees, but not including legal fees and disbursements of counsel to the Optionee and any
sales commissions on Option Shares offered and sold;

(ii) to take all necessary action which may reasonably be required in qualifying or registering the Option Shares
included in a registration statement, notification or post-effective amendment for the offer and sale under the
securities or blue sky laws of such states as requested by the Optionee; provided that the Company shall not be
obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do
business under the laws of any such jurisdiction; and

(iii) to utilize its best efforts to keep the same effective on a continuous or shelf basis until all registered Option
Shares of the Optionee have been sold.

(c) The Optionee shall cooperate with the Company and shall furnish such information as the Company may
request in connection with any such registration statement, notification or post-effective amendment hereunder, on
which the Company shall be entitled to rely, and the Optionee shall indemnify and hold harmless the Company
(and all other persons who may be subject to liability under the Securities Act or otherwise) from and against any
and all claims, actions, suits, liabilities, losses, damages, and expenses of every nature and character (including,
but without limitation, all attorneys' fees and amounts paid in settlement of any claim, action, or suit) which arise
or result directly or indirectly from any untrue statement of a material fact furnished by the Optionee in connection
with such registration or qualification, or from the failure of the Optionee to furnish material information in
connection with the facts required to be included in such registration statement, notification or post-effective
amendment necessary to make the statements therein not misleading.

3. The Company, during the term of this Agreement, will obtain from the appropriate regulatory agencies any
requisite authorization in order to issue and sell such number of shares of its Common Stock as shall be sufficient
to satisfy the requirements of the Agreement.

4. The number of Option Shares purchasable upon the exercise of this option and the Option Price per share
shall be subject to adjustment from time to time subject to the following terms. If the outstanding shares of
Common Stock of the Company are increased, decreased, changed into or exchanged for a different number or
kind of shares of the Company through reorganization, recapitalization, reclassification, stock dividend, stock split
or reverse stock split, the Company or its successors and assigns shall make an appropriate and proportionate
adjustment in the number or kind of shares, and the per-share Option Price thereof, which may be issued to the
Optionee under this Agreement upon exercise of the options granted under this Agreement. The purchase rights
represented by this option shall not be exercisable with respect to a fraction of a share of Common Stock. Any
fractional shares of Common Stock arising from the dilution or other adjustment in the number of shares subject
to this option shall rounded-up to the nearest whole share.

5. The Company covenants and agrees that all Option Shares which may be delivered upon the exercise of this
option will, upon delivery, be free from all taxes, liens, and charges with respect to the purchase thereof;
provided, that the Company shall have no obligation with respect to any income tax liability of the Optionee and
the Company may, in its discretion, withhold such amount or require the

                                                            4
Optionee to make such provision of funds or other consideration as the Company deems necessary to satisfy any
income tax withholding obligation under federal or state law.

6. The Company agrees at all times to reserve or hold available a sufficient number of shares of Common Stock
to cover the number of Option Shares issuable upon the exercise of this and all other options of like tenor then
outstanding.

7. This option shall not entitle the holder hereof to any voting rights or other rights as a shareholder of the
Company, or to any other rights whatsoever, except the rights herein expressed, and no dividends shall be
payable or accrue in respect of this option or the interest represented hereby or the Option Shares purchasable
hereunder until or unless, and except to the extent that, this option shall be exercised.

8. The Company may deem and treat the registered owner of this option as the absolute owner hereof for all
purposes and shall not be affected by any notice to the contrary.

9. In the event that any provision of this Agreement is found to be invalid or otherwise unenforceable under any
applicable law, such invalidity or unenforceability shall not be construed as rendering any other provisions
contained herein invalid or unenforceable, and all such other provisions shall be given full force and effect to the
same extent as though the invalid or unenforceable provision were not contained herein.

10. This Agreement shall be governed by and construed in accordance with the internal laws of the state of
California, without regard to the principles of conflicts of law thereof.

11. Except as otherwise provided herein, this Agreement shall be binding on and inure to the benefit of the
Company and the person to whom an option is granted hereunder, and such person's heirs, executors,
administrators, legatees, personal representatives, assignees, and transferees.

IN WITNESS WHEREOF, the Company has caused this option to be executed on the 4th day of June 2003,
by the signature of its duly authorized officer.

                                            VIRAL GENETICS, INC.

                                  By_________________________________
                                          Duly Authorized Officer

The undersigned Optionee hereby acknowledges receipt of a copy of the foregoing option and acknowledges
and agrees to the terms and conditions set forth in the option.


                                                          5
                                                 Exercise Notice
                                    (to be signed only upon exercise of Option)

TO: Viral Genetics, Inc.

The Optionee, holder of the attached option, hereby irrevocable elects to exercise the purchase rights
represented by the option for, and to purchase thereunder, ________________________________ shares of
common stock of Viral Genetics, Inc., and herewith makes payment therefor, and requests that the certificate(s)
for such shares be delivered to the Optionee at:




If acquired without registration under the Securities Act of 1933, as amended ("Securities Act"), the Optionee
represents that the Common Stock is being acquired without a view to, or for, resale in connection with any
distribution thereof without registration or other compliance under the Securities Act and applicable state statutes,
and that the Optionee has no direct or indirect participation in any such undertaking or in the underwriting of such
an undertaking. The Optionee understands that the Common Stock has not been registered, but is being acquired
by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions
by an issuer not involving any public offering and that any disposition of the Common Stock may, under certain
circumstances, be inconsistent with these exemptions. The Optionee acknowledges that the Common Stock must
be held and may not be sold, transferred, or otherwise disposed of for value unless subsequently registered under
the Securities Act or an exemption from such registration is available. The Company is under no obligation to
register the Common Stock under the Securities Act, except as provided in the Agreement for the option. The
certificates representing the Common Stock will bear a legend restricting transfer, except in compliance with
applicable federal and state securities statutes.

The Optionee agrees and acknowledges that this purported exercise of the option is conditioned on, and subject
to, any compliance with requirements of applicable federal and state securities laws deemed necessary by the
Company.

DATED this ________ day of _______________________________, __________.


                                                     Signature

                                                         6
Exhibit 10.10

                                       CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into by and between VIRAL
GENETICS, INC., a Delaware corporation (the "Company"), and Therapeutic Genetics, Inc., a California
corporation ("Consultant") effective this 1st day of June, 2003.

(the "Parties")

WHEREAS the Company is engaged in the business of development of biomedical products and technology, and
Consultant has experience in Company's business;

WHEREAS the Company owns the rights to certain patents for certain technologies (the "Licensed
Technologies") developed by Consultant pursuant to an Assignment of Patent agreement dated August 1, 1995,
and is desirous of utilizing Consultant's expertise in the ongoing development of the Licensed Technologies; and

WHEREAS Consultant is desirous of ensuring that the development of the Company's Licensed Technologies
and those certain other technologies owned or possessed by Consultant do not conflict with each other and that
said development strategies are planned and executed in a manner seeking mutual success;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows.

1) Non-Exclusive Engagement of Consultant; Term. The Company hereby engages Consultant as its non-
exclusive provider of the consulting services described in this Agreement, for a term (the "Term"), which will
commence on the date of this Agreement and end June 1, 2006.

2) Consultant Services. On the terms and conditions set forth in this Agreement, Consultant will provide the
following services to the Company as directed by the Company (the "Services"):
a) Consultant will assist and advise the Company on the commercial and clinical development of the Licensed
Technologies, seeking to maintain consistency with other technologies developed by Consultant in the interests of
the long term prospects for commercialization of both of the

                                                         1
parties' drug candidate products, including, without limitation, seeking to ensure consistency in the presentation of
information, testing results, descriptions, and other information concerning the Licensed Technologies, to the
United States Food and Drug Administration and other drug regulatory bodies elsewhere in the USA and the
world;
b) Consultant will assist and advise the Company on the development and maintenance of the intellectual property
rights, including patents, for the Licensed Technology; and
c) Consultant will assist and advise the Company in other areas in which Consultant has expertise as reasonably
requested from time to time by the Company.

3) Method of Providing Services. Consultant will perform services, and may communicate with the Company's
management and other parties, through personal meetings, correspondence, telephone or video conferences, and
such other methods, and at such times, as Consultant may determine, subject to the reasonable convenience of
the parties. Consultant shall be available for regular meetings with the management of the Company during the
Term, and covenants to devote not less than ____ hours per month to the Company's business. Unless otherwise
mutually agreed to, each of the Consultant and Company shall communicate with the other party through their
respective Presidents.

4) Performance. Consultant agrees to at all times faithfully, industriously, and to the reasonable best of its abilities,
experience, and talents, perform all of the duties that may be required of and from them pursuant to the express
and explicit terms hereof.

5) Independence of Parties. Nothing contained in this Agreement shall constitute either party as an employee,
partner, co-venturer or agent of the other, it being intended that each shall act as an independent contractor with
respect to the other. Consultant is not authorized to speak on behalf of the Company or bind it in any manner.

6) Compensation.
a) Signing Bonus. For and in consideration of the agreement of Consultant to enter into this Agreement,
Consultant shall receive from the Company an option to purchase 500,000 shares of the Company's common
stock at a price of $0.52 per share in the form attached hereto as Exhibit A (the "Signing Bonus");
b) Options. For and in consideration of the agreement of Consultant to enter into this Agreement and as an
incentive for the Consultant to use its best efforts in pursuit of the Company's business, at the end of each three-
month period commencing from the effective date hereof the Company will deliver to Consultant 250,000 options
to purchase shares of the common stock of the Company in the form attached hereto as Exhibit A with an

                                                           2
exercise price equal to the closing market price of the shares of the Company's common stock on the day prior
to issuance but in no case less than $0.30 per share ("Options"). In the event that this Agreement is terminated for
any reason prior to the date of such issuances, the amount of the Options issuable for such period shall be
prorated for the elapsed portion of the period in question, computed by dividing the number of days from the
date of the prior issuance to the effective date of such termination by the total number of days in such period and
multiplying the fraction so obtained by the amount of the Options due thereunder. Any options issuable in
connection therewith shall be issued and delivered within ten (10) days after the effective date of such termination.

c) Benefits, Other Consideration. No benefits, vacation pay, or other consideration or remuneration of any kind
shall be owed to Consultant by the Company, unless specifically referenced herein.

7) Company Representations and Warranties. The Company hereby represents and warrants, knowing that
Consultant is relying thereon, that:
a) The Company is duly organized, validly existing and in good standing under the laws of the state of Delaware.
The Company is qualified to do business as a foreign corporation in each state in which its business requires it to
be so qualified.
b) Upon receipt of the full exercise price, where applicable, all shares of the common stock of the Company
issued to Consultant under this Agreement through exercise of Options will be duly and validly issued, fully paid
and non-assessable, and will be delivered free and clear of any liens, claims or encumbrances, except for
restrictions imposed by reference to the registration requirements of the Securities Act of 1933.
c) The Company represents that the information concerning the Company and its business, as furnished and to be
furnished to Consultant in writing, will be complete and correct in all material respects and will not contain any
untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein
not misleading in light of the circumstances under which such statements are made. The Company will notify
Consultant promptly concerning any statement which is not accurate or which is or has become incomplete or
misleading in any material respect. The Company understands that Consultant is and will be relying on the
continuing accuracy of such information in carrying out its functions under this Agreement.
d) This Agreement has been expressly authorized by the Company's Board of Directors, has been duly and
validly executed and delivered by and on behalf of the Company, and constitutes the valid and binding agreement
of the Company, enforceable in accordance with its terms.
e) The Company is not subject to any material pending or threatened litigation, arbitration or governmental or
administrative proceedings, and is not in default under any of its material agreements with employees, licensors,
licensees, suppliers, customers, shareholders, creditors or other

                                                         3
third parties; provided, however, that the foregoing representation excludes certain pending disputes with vendors
and suppliers.
f) The Company's shares are listed for quotation on the OTC Bulletin Board administered by the National
Association of Securities Dealers. The Company is registered as a public reporting company with the Securities
and Exchange Commission ("SEC"), and the Company has filed all annual and periodic reports required to be
filed with the SEC under the Securities Exchange Act of 1934.

8) Consultant Representations and Warranties. Consultant hereby represents and warrants, knowing that the
Company is relying thereon, that:
a) Consultant is not a broker-dealer and is not authorized to perform broker-dealer functions;
b) Consultant has not in the past, nor will it in the future engage in selling, direct or indirect, or in the solicitation of
the purchase or sale of securities of the Company in the United States of America;
c) Consultant has not in the past nor will it in the future engage in any scheme or facilitate similar acts by others, to
evade the registration requirements of any state or federal law, agency or other regulatory body of the United
States of America related to the securities of the Company;
d) Consultant is an Accredited Investor, as that term is defined in Regulation D in the Securities Act, 1933, and
Consultant has completed the attached Schedule A; and
e) Consultant has not in the past, nor will it in the future engage in any activity contrary to the securities laws of
any jurisdiction including, without limitation, those of the United States of America.

9) Business Conduct.
a) Consultant represents that no part of its compensation will be used by the Consultant for any purpose, nor has
Consultant taken, nor will Consultant take any action, which would constitute a violation of any law of any
jurisdiction in which it performs the Services hereunder or of the United States, including, without limitation, the
Foreign Corrupt Practices Act. The Company represents that it does not desire and will not request any service
or action by Consultant which would or might constitute any such violation. Further, Consultant has not previously
paid or promised to, and agrees prospectively not to, pay or promise to pay or give or promise to give anything
of value, either directly or indirectly, to an official of any government for the purpose of influencing an act or
decision in his or her official capacity, inducing him or her to use his or her influence with a foreign government,
assisting the Company in obtaining or retaining business for or with, or directing business to, any person or as a
political contribution of any kind;
b) The Company or Consultant will be entitled to terminate this Agreement at any time, without further liability or
obligation on the party so terminating, if such party believes, in good faith, that the other party has (i) engaged in

                                                             4
any action which would or might constitute a breach of this Section; or (ii) requested any such action from a
representative of either party or from any third party. In addition, should Consultant ever receive, directly or
indirectly, from any Company or affiliate representative, a request which Consultant believes will or might
constitute a breach of this Section, Consultant represents that it will immediately notify the Company's attorney of
the request.

10) Non-Solicitation. During the period of this Agreement, and for an additional period of one year after
termination or expiration of this Agreement, Consultant agrees that it will not, directly or indirectly, solicit any
person who was an consultant or employee of the Company or any subsidiary of Company at any time within six
months prior to the date of termination or expiration of this Agreement; or solicit any person, governmental entity
or agency, firm or business that was a supplier, customer or client of the Company or any subsidiary of Company
at any time during the two year period prior to the date of termination or expiration of this Agreement with
respect to any product or technology developed, under development, or contemplated for development by
Company prior to or as of the date of termination or expiration. The obligation not to solicit as described above is
not limited during the term provided herein by territory. This covenant shall survive the termination of this
Agreement.

11) Non-Disclosure of Information. In further consideration of the engagement and the continuation of the
engagement by Company, Consultant agrees as follows:
a) During the period of this Agreement and the period following termination or expiration of this agreement,
Consultant will not, directly or indirectly:
i) use for her own benefit or give to any person not authorized by Company to receive or use such information,
except for the sole benefit of Company, any marketing plans, results, or product marketing information, which are
proprietary to Company;
ii) use for her own benefit or give to any person not authorized by Company to receive it, any plans or
specifications, scientific know-how, formulas, technical data or information, clinical study protocols or data,
patient or biologic information, customer lists, data, study, table, report, or the like owned by Company, or any
copy thereof; or
iii) use for her own benefit or give to any persons not authorized by Company to receive it any information that is
not generally known to anyone other than Company, or that is designated by Company as "Limited", "Private", or
"Confidential", or similarly designated.

                                                         5
b) This restriction will cease with respect to any item of proprietary or confidential information that becomes
available to the public other than through fault of the Consultant.

c) Consultant shall keep informed of Company's policies and procedures for safeguarding Company's property,
including proprietary data and information, and will strictly comply with those policies and procedures at all times
during which the restrictions imposed by this Section 11 remain in effect. Consultant will not, except when
authorized by Company or required for the performance of duties hereunder, remove any of Company's physical
property from Company's premises. Consultant will return to Company, immediately upon termination of
engagement, all of Company's physical property in her possession or control.

12) Stock Certificates and Registration Rights. All Shares delivered to Consultant pursuant to this Agreement
shall bear a restrictive legend in the form normally used by the Company for the issuance of restricted shares, and
shall be deemed restricted securities under SEC Rule 144. The Company agrees that Consultant and its
designees and assignees shall have, with respect to all of said Shares, full piggyback registration rights for a
period of four years commencing one year after the date of this Agreement at the Company's sole expense.

13) Changes to Common Stock. In the event that the Company shall undertake a recapitalization, reverse stock
split, forward stock split, reclassification, or other change to its common stock (a "Change in Common Stock
Properties"), the quantity of Shares which may be acquired through exercise of any delivered but unexercised
Options or undelivered Options, and the exercise price payable thereto shall be increased or decreased
proportionately, in accordance with the terms of said Change in Common Stock Properties.

14) Extension and Renewal. The Term may be extended or renewed, and this Agreement may be amended, only
by the written agreement of the parties.

15) Indemnification.

a) Each of the Parties hereby indemnifies and defends the other and each of the their respective officers,
directors, employees, shareholders, agents, advisors or representatives, as applicable, (each, an "Indemnitee")
against, and holds each Indemnitee harmless from, any loss, liability, obligation, deficiency, damage or expense
including, without limitation, interest, penalties, reasonable attorneys' fees and disbursements (collectively,
"Damages"), that any Indemnitee may suffer or incur based upon, arising out of, relating to or in connection with
(whether or not in connection with any third party claim):

                                                         6
i) any breach of any representation or warranty made by the other party contained in this Agreement; and
ii) the failure of the other party to perform or to comply with any covenant or condition required to be performed
or complied with in accordance with this Agreement.

b) Indemnification Procedures for Third Party Claims.
i) Promptly after notice to an indemnified party of any claim or the commencement of any action or proceeding,
including any actions or proceedings by a third party (hereafter referred to as "Proceeding" or "Proceedings"),
involving any Damage referred to in this Section, such indemnified party shall, if a claim for indemnification in
respect thereof is to be made against an indemnifying party pursuant to this Section, give written notice to the
indemnifying party, setting forth in reasonable detail the nature thereof and the basis upon which such party seeks
indemnification hereunder; provided, however, that the failure of any indemnified party to give such notice shall
not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is
actually prejudiced by the failure to give such notice.
ii) In the case of any Proceeding by a third party against an indemnified party, the indemnifying party shall, upon
notice as provided above, assume the defense thereof, with counsel reasonably satisfactory to the indemnified
party, and, after notice from the indemnifying party to the indemnified party of its assumption of the defense
thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense thereof (but the indemnified party
shall have the right, but not the obligation, to participate at its own cost and expense in such defense by counsel of
its own choice) or for any amounts paid or foregone by the indemnified party as a result of any settlement or
compromise thereof that is effected by the indemnified party (without the written consent of the indemnifying
party).
iii) Anything in this Section 15 notwithstanding, if both the indemnifying party and the indemnified party are named
as parties or subject to such Proceeding and either party determines with advice of counsel that there may be one
or more legal defenses available to it that are different from or additional to those available to the other party or
that a material conflict of interest between such parties may exist in respect of such Proceeding, then the
indemnifying party may decline to assume the defense on behalf of the indemnified party or the indemnified party
may retain the defense on its own behalf, and, in either such case, after notice to such effect is duly given
hereunder to the other party, the indemnifying party shall be relieved of its obligation to assume the defense on
behalf of the indemnified party, but shall be required to pay any legal or other expenses including, without

                                                          7
limitation, reasonable attorneys' fees and disbursements, incurred by the indemnified party in such defense.
iv) If the indemnifying party assumes the defense of any such Proceeding, the indemnified party shall cooperate
fully with the indemnifying party and shall appear and give testimony, produce documents and other tangible
evidence, and otherwise assist the indemnifying party in conducting such defense. No indemnifying party shall,
without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement or
compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect of such claim or Proceeding. Provided that proper notice
is duly given, if the indemnifying party shall fail promptly and diligently to assume the defense thereof, then the
indemnified party may respond to, contest and defend against such Proceeding and may make in good faith any
compromise or settlement with respect thereto, and recover from the indemnifying party the entire cost and
expense thereof including, without limitation, reasonable attorneys' fees and disbursements and all amounts paid
or foregone as a result of such Proceeding, or the settlement or compromise thereof. The indemnification required
hereunder shall be made by periodic payments of the amount thereof during the course of the investigation or
defense, as and when bills or invoices are received or loss, liability, obligation, damage or expense is actually
suffered or incurred.

16) Termination.
a) Either party may terminate this Agreement upon not less than 50 days notice in the event of a material breach
of this Agreement or material non-performance by the other party, which breach is not cured within 30 days after
the giving of written notice to the breaching party specifying the circumstances of such breach.
b) The Company may terminate this Agreement without further notice to Consultant in the event that Consultant:
i) becomes the subject of an investigation concerning a felony or a violation of any securities laws;
ii) declares bankruptcy;
iii) becomes an employee, consultant, officer, director or principal of a competitor;
iv) misrepresents the Company;
v) has been grossly negligent in the performance of duties at least three times in any consecutive 30-day period,
and Consultant has been notified in writing within 5 days of each such occurrence;
vi) has engaged in material and willful or gross misconduct in the performance of duties hereunder; or
vii) acts in any other manner which materially affects the Company in a negative manner.

                                                         8
17) Consequences of Termination. Any termination or expiration of this Agreement, whether or not for cause,
shall not affect the obligation of the Company to pay compensation to Consultant which was earned or accrued
prior to the date of termination or expiration. Other than as specifically provided for herein, no further fees or
payments of any kind shall be owed to Consultant upon or following Termination.

18) Cooperation. The parties shall deal with each other in good faith, good faith meaning honesty in fact and the
observance of all commercial standards of fair dealing and usages of trade, which are regularly observed within
the industry.

19) No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by
the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any
party.

20) Arbitration. In the event of dispute or controversy between the parties as to the performance hereof, this
Agreement shall be and remain in full force and effect and all terms hereof shall continue to be complied with by
both parties, it shall be submitted to two arbitrators, one to be appointed by each, and if those arbitrators do not
agree, they shall select a third disinterested and competent person to act with them, and the decision of the three,
or a majority of them, shall be final and conclusive. If either party does not appoint an arbitrator as aforesaid
within 90 days after receipt of notice to the other that it desires arbitration, which notice shall state the name and
address of the arbitrator appointed by such other, and does not within such period furnish to such other party the
name and address of the second arbitrator, then the arbitrator first named shall appoint a disinterested and
competent arbitrator for the party thus defaulting, and the two arbitrators so appointed shall select a third to act
with them as aforesaid and with like effect. Cost of arbitration shall be borne by the parties equally. Judgment
upon the reward rendered may be entered in any court having jurisdiction thereof.

21) Governing Law and Disputes. This Agreement shall be governed by the laws of the State of California,
without regard to choice of law provisions.

22) Waiver. Any party hereto may waive compliance by the other with any of the terms, provisions and
conditions set forth herein; provided, however, that any such waiver shall be in writing specifically setting forth
those provisions waived thereby. No such waiver shall be deemed to constitute or imply waiver of any other
term, provision or condition of this Agreement.

23) Severability. If and to the extent that any court of competent jurisdiction holds any provision or any part
thereof of this Agreement to be invalid or

                                                          9
unenforceable, such holding shall in no way affect the validity of the remainder of this Agreement.

24) Counterpart and Headings. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and the same instrument. All headings in
this Agreement are inserted for convenience of reference and shall not affect its meaning or interpretation.

25) Entire Agreement. This Agreement is and shall be considered to be the only agreement or understanding
between the parties hereto with respect to the engagement of Consultant by the Company. All negotiations,
commitments, and understandings acceptable to both parties have been incorporated herein. No letter, telegram,
or communication passing between the parties hereto shall be deemed a part of this Agreement; nor shall it have
the effect of modifying or adding to this Agreement unless it is distinctly stated in such letter, telegram, or
communication that it is to constitute a part of this Agreement and is to be attached as a rider to this Agreement
and is signed by the parties to this Agreement.

26) Modification of Contract. This Agreement cannot be modified by tender, acceptance or endorsement of any
instrument of payment, including check. Any words contained in an instrument of payment modifying this contract,
including a waiver or release of any claims, or a statement referring to paying in full is void. This Agreement can
only be modified in a separate writing, other than an instrument of payment, signed by the parties.

27) Enforcement. Consultant acknowledges that any remedy at law for breach of Section 10 or 11 would be
inadequate, acknowledges that the Company would be irreparably damaged by an actual or threatened breach
thereof, and agrees that the Company shall be entitled to an injunction restraining Consultant from any actual or
threatened breach of Section 10 or 11 as well as any further appropriate equitable relief without any bond or
other security being required. The Company may pursue enforcement of Section 10 or 11 by commencing an
action at law or in equity without first pursuing arbitration pursuant to Section 20 of this Agreement. In addition to
the foregoing, each of the parties hereto shall be entitled to any remedies available in equity or by statute with
respect to the breach of the terms of this Agreement by the other party.

28) Assignment. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto, and their respective heirs, legal representatives, successors and assigns. This Agreement may not be
assigned without the consent of the parties; provided, however, that nothing contained herein shall prevent
Consultant from assigning or transferring any

                                                         10
of the Shares or Options to any person or entity in accordance with applicable securities laws and regulations.

29) Survival. The representations, warranties, and agreements of the parties contained in this Agreement will
remain operative and in full force and effect and will survive any termination of this Agreement.

30) Notices. All notices required or permitted under this Agreement shall be in writing and shall be sent by
certified or registered first class mail, return receipt requested, or shall be personally delivered, or sent by an
overnight delivery service such as Federal Express, or shall be transmitted by telefax (provided such telefax
message is confirmed by telephonic acknowledgment of receipt or by sending via other authorized means a
confirmation copy of such notice) addressed to the parties at their respective last known business addresses.

Agreed to this 1st day of June, 2003

          VIRAL GENETICS, INC.                                     THERAPEUTIC GENETICS, INC.


          By: _________________________                            By: ______________________________
              Haig Keledjian, President                                Steven J. Bollinger, President




                                                          11
SCHEDULE A

ACCREDITED INVESTOR QUESTIONNAIRE

PERSONAL FINANCIAL INFORMATION. The following information pertaining to the undersigned as a
natural person and U.S. Persons within the meaning of Regulation S is being provided here in lieu of furnishing a
personal financial statement.

(a) My individual net worth, or joint net worth with my spouse, exceeds $1,000,000.

Yes [ ] No [ ] INITIAL

(b) My individual income in 2002 and 2003 exceeded $200,000 in each such year, and I reasonably expect my
individual income will be in excess of $200,000 in 2004.

Yes [ ] No [ ] INITIAL

(c) The joint income of my spouse and I in 2002 and 2003 exceeded $300,000 in each such year, and I
reasonably expect our joint income will be in excess of $300,000 in 2004.

Yes [ ] No [ ] INITIAL

(d) Considering the foregoing and all other relevant factors in my financial and personal circumstances, I am able
to bear the economic risk of an investment in the Company.

Yes [ ] No [ ] INITIAL

The foregoing is a true representation of financial status:

Therapeutic Genetics, Inc.

Duly authorized officer

                                                          12
EXHIBIT A

                                            VIRAL GENETICS, INC.

                                      Option for the Purchase of _________
                                            Shares of Common Stock
                                                Par Value $0.001

                                       STOCK OPTION AGREEMENT

THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE
OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND
ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE
SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR
INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL,
TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT AND SUCH STATE STATUTES.

This is to certify that, for value received, Therapeutic Genetics, Inc. (the "Optionee") is entitled to purchase from
VIRAL GENETICS, INC. (the "Company" or "Corporation"), on the terms and conditions hereinafter set forth,
all or any part of __________________ shares ("Option Shares") of the Company's common stock, par value
$0.001 (the "Common Stock"), at the purchase price of $[__] per share ("Option Price"). Upon exercise of this
option in whole or in part, a certificate for the Option Shares so purchased shall be issued and delivered to the
Optionee. If less than the total option is exercised, a new option of similar tenor shall be issued for the
unexercised portion of the options represented by this Agreement.

This option is granted subject to the following further terms and conditions:

5. This option shall vest and be exercisable immediately. The right to exercise this option with respect to any of
the Option Shares shall terminate on the date which is two years from the date of issuance. In order to exercise
this option with respect to all or any part of the Option Shares for which this option is at the time exercisable,
Optionee (or in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or legatee, as
the case may be) must take the following actions:

(a) Deliver to the Corporate Secretary of the Corporation an executed notice of exercise in substantially the form
of that attached to this Agreement (the "Exercise Notice") in which there is specified the number of Option Shares
which are to be purchased under the exercised option.

(b) Pay the aggregate Option Price for the purchased shares through one or more of the following alternatives:

                                                         A-1
(i) full payment in cash or by check made payable to the Corporation's order;

(ii) full payment in shares of Common Stock held for the requisite period necessary to avoid a charge to the
Company's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date (as
such term is defined below);

(iii) full payment through a combination of shares of Common Stock held for the requisite period necessary to
avoid a charge to the Company's earnings for financial reporting purposes and valued at Fair Market Value on
the Exercise Date and cash or check payable to the Company's order; or

(iv) full payment effected through a broker-dealer sale and remittance procedure pursuant to which Optionee
shall provide concurrent irrevocable written instructions (i) to a brokerage firm to effect the immediate sale of the
purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient
funds to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal, state and
local income and employment taxes required to be withheld in connection with such purchase and (ii) to the
Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete
the sale transaction; or

(c) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if
other than Optionee) have the right to exercise this option.

(d) For purposes of this Agreement, the Exercise Date shall be the date on which the executed Exercise Notice
shall have been delivered to the Company. Except to the extent the sale and remittance procedure specified
above is utilized in connection with the option exercise, payment of the Option Price for the purchased shares
must accompany such Exercise Notice.

(e) For all valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any
relevant date shall be determined in accordance with the following provisions:

(i) If the Common Stock is not at the time listed or admitted to trading on any national securities exchange but is
traded on the Nasdaq National Market, the Fair Market Value shall be the mean between the highest "bid" and
lowest "offered" quotations of a share of Common Stock on such date (or if none, on the most recent date on
which there were bid and offered quotations of a share of Common Stock), as reported by the Nasdaq National
Market or any successor system.

(ii) If the Common Stock is at the time listed or admitted to trading on any national securities exchange, then the
Fair Market Value shall be the closing selling price per share on the date in question on the securities exchange,
as such price is officially quoted in the composite tape of transactions on such exchange. If there is no reported
sale of Common Stock on such exchange on the date in question, then the Fair Market

                                                        A-2
Value shall be the closing selling price on the exchange on the last preceding date for which such quotation exists.

(iii) If the Common Stock is not listed on such date on any national securities exchange nor included in the
Nasdaq National Market, but is traded in the over-the-counter market, the highest "bid" quotation of a share of
Common Stock on such date (or if none, on the most recent date on which there were bid quotations of a share
of Common Stock), as reported on the Nasdaq Smallcap Market or the NASD OTC Bulletin Board, as
applicable.

(f) Upon such exercise, the Company shall issue and cause to be delivered with all reasonable dispatch (and in
any event within three business days of such exercise) to or upon the written order of the Optionee at its address,
and in the name of the Optionee, a certificate or certificates for the number of full Option Shares issuable upon
the exercise together with such other property (including cash) and securities as may then be deliverable upon
such exercise. Such certificate or certificates shall be deemed to have been issued and the Optionee shall be
deemed to have become a holder of record of such Option Shares as of the Exercise Date.

2. The Optionee acknowledges that the shares subject to this option have not and will not be registered as of the
date of exercise of this option under the Securities Act or the securities laws of any state. The Optionee
acknowledges that this option and the shares issuable on exercise of the option, when and if issued, are and will
be "restricted securities" as defined in Rule 144 promulgated by the Securities and Exchange Commission and
must be held indefinitely unless subsequently registered under the Securities Act and any other applicable state
registration requirements. Except as provided herein, the Company is under no obligation to register the securities
under the Securities Act or under applicable state statutes. In the absence of such a registration or an available
exemption from registration, sale of the Option Shares may be practicably impossible. The Optionee shall confirm
to the Company the representations set forth above in connection with the exercise of all or any portion of this
option. The Company agrees to register or qualify the Option Shares, but not this option, for resale as follows:

(a) If, at any time during the period in which the rights represented by this Agreement are exercisable, the
Company proposes to file a registration statement or notification under the Securities Act for the primary or
secondary sale of any debt or equity security, it will give written notice at least 30 days prior to the filing of such
registration statement or notification to the Optionee of its intention to do so. The Company agrees that, after
receiving written notice from the Optionee of its desire to include its Option Shares in such proposed registration
statement or notification, the Company shall afford the Optionee the opportunity to have its Option Shares
included therein. Notwithstanding the provisions of this paragraph 2(a), the Company shall have the right, at any
time after it shall have given written notice pursuant to this paragraph (whether or not a written request for
inclusion of the Option Shares shall be made) to elect not to file any such proposed registration statement or
notification or to withdraw the same after the filing but prior to the effective date thereof. In no event shall the
Company be obligated to include the Option Shares in any registration statement or notification under this
paragraph 2(a) if, in the opinion of the underwriter, the inclusion of the Option Shares in such registration
statement or notification would be materially detrimental to the proposed offering of debt or equity securities
pursuant to which the Company gave notice to the holders under this paragraph; provided, that the Option
Shares shall not be excluded from any such registration statement or notification if debt or equity securities of the
Company held by any other persons are, or will be, included in such registration statement or notification.

                                                          A-3
(b) In connection with the filing of a registration statement, notification, or post-effective amendment under this
section, the Company covenants and agrees:

(i) to pay all expenses of such registration statement, notification, or post-effective amendment, including, without
limitation, printing charges, legal fees and disbursements of counsel for the Company, blue sky expenses,
accounting fees and filing fees, but not including legal fees and disbursements of counsel to the Optionee and any
sales commissions on Option Shares offered and sold;

(ii) to take all necessary action which may reasonably be required in qualifying or registering the Option Shares
included in a registration statement, notification or post-effective amendment for the offer and sale under the
securities or blue sky laws of such states as requested by the Optionee; provided that the Company shall not be
obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do
business under the laws of any such jurisdiction; and

(iii) to utilize its best efforts to keep the same effective on a continuous or shelf basis until all registered Option
Shares of the Optionee have been sold.

(c) The Optionee shall cooperate with the Company and shall furnish such information as the Company may
request in connection with any such registration statement, notification or post-effective amendment hereunder, on
which the Company shall be entitled to rely, and the Optionee shall indemnify and hold harmless the Company
(and all other persons who may be subject to liability under the Securities Act or otherwise) from and against any
and all claims, actions, suits, liabilities, losses, damages, and expenses of every nature and character (including,
but without limitation, all attorneys' fees and amounts paid in settlement of any claim, action, or suit) which arise
or result directly or indirectly from any untrue statement of a material fact furnished by the Optionee in connection
with such registration or qualification, or from the failure of the Optionee to furnish material information in
connection with the facts required to be included in such registration statement, notification or post-effective
amendment necessary to make the statements therein not misleading.

3. The Company, during the term of this Agreement, will obtain from the appropriate regulatory agencies any
requisite authorization in order to issue and sell such number of shares of its Common Stock as shall be sufficient
to satisfy the requirements of the Agreement.

4. The number of Option Shares purchasable upon the exercise of this option and the Option Price per share
shall be subject to adjustment from time to time subject to the following terms. If the outstanding shares of
Common Stock of the Company are increased, decreased, changed into or exchanged for a different number or
kind of shares of the Company through reorganization, recapitalization, reclassification, stock dividend, stock split
or reverse stock split, the Company or its successors and assigns shall make an appropriate and proportionate
adjustment in the number or kind of shares, and the per-share Option Price thereof, which may be issued to the
Optionee under this Agreement upon exercise of the options granted under this Agreement. The purchase rights
represented by this option shall not be exercisable with respect to a fraction of a share of Common Stock. Any
fractional shares of Common Stock arising from the dilution or other adjustment in the number of shares subject
to this option shall rounded-up to the nearest whole share.

                                                           A-4
5. The Company covenants and agrees that all Option Shares which may be delivered upon the exercise of this
option will, upon delivery, be free from all taxes, liens, and charges with respect to the purchase thereof;
provided, that the Company shall have no obligation with respect to any income tax liability of the Optionee and
the Company may, in its discretion, withhold such amount or require the Optionee to make such provision of
funds or other consideration as the Company deems necessary to satisfy any income tax withholding obligation
under federal or state law.

6. The Company agrees at all times to reserve or hold available a sufficient number of shares of Common Stock
to cover the number of Option Shares issuable upon the exercise of this and all other options of like tenor then
outstanding.

7. This option shall not entitle the holder hereof to any voting rights or other rights as a shareholder of the
Company, or to any other rights whatsoever, except the rights herein expressed, and no dividends shall be
payable or accrue in respect of this option or the interest represented hereby or the Option Shares purchasable
hereunder until or unless, and except to the extent that, this option shall be exercised.

8. The Company may deem and treat the registered owner of this option as the absolute owner hereof for all
purposes and shall not be affected by any notice to the contrary.

9. In the event that any provision of this Agreement is found to be invalid or otherwise unenforceable under any
applicable law, such invalidity or unenforceability shall not be construed as rendering any other provisions
contained herein invalid or unenforceable, and all such other provisions shall be given full force and effect to the
same extent as though the invalid or unenforceable provision were not contained herein.

10. This Agreement shall be governed by and construed in accordance with the internal laws of the state of
California, without regard to the principles of conflicts of law thereof.

11. Except as otherwise provided herein, this Agreement shall be binding on and inure to the benefit of the
Company and the person to whom an option is granted hereunder, and such person's heirs, executors,
administrators, legatees, personal representatives, assignees, and transferees.

IN WITNESS WHEREOF, the Company has caused this option to be executed on the ___ day of
__________, 200_, by the signature of its duly authorized officer.

                                            VIRAL GENETICS, INC.

                                By____________________________________
                                          Duly Authorized Officer

The undersigned Optionee hereby acknowledges receipt of a copy of the foregoing option and acknowledges
and agrees to the terms and conditions set forth in the option.

                                                         A-5
Therapeutic Genetics, Inc.

           A-6
                                                 Exercise Notice
                                    (to be signed only upon exercise of Option)

TO: Viral Genetics, Inc.

The Optionee, holder of the attached option, hereby irrevocable elects to exercise the purchase rights
represented by the option for, and to purchase thereunder, ________________________________ shares of
common stock of Viral Genetics, Inc., and herewith makes payment therefor, and requests that the certificate(s)
for such shares be delivered to the Optionee at:




If acquired without registration under the Securities Act of 1933, as amended ("Securities Act"), the Optionee
represents that the Common Stock is being acquired without a view to, or for, resale in connection with any
distribution thereof without registration or other compliance under the Securities Act and applicable state statutes,
and that the Optionee has no direct or indirect participation in any such undertaking or in the underwriting of such
an undertaking. The Optionee understands that the Common Stock has not been registered, but is being acquired
by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions
by an issuer not involving any public offering and that any disposition of the Common Stock may, under certain
circumstances, be inconsistent with these exemptions. The Optionee acknowledges that the Common Stock must
be held and may not be sold, transferred, or otherwise disposed of for value unless subsequently registered under
the Securities Act or an exemption from such registration is available. The Company is under no obligation to
register the Common Stock under the Securities Act, except as provided in the Agreement for the option. The
certificates representing the Common Stock will bear a legend restricting transfer, except in compliance with
applicable federal and state securities statutes.

The Optionee agrees and acknowledges that this purported exercise of the option is conditioned on, and subject
to, any compliance with requirements of applicable federal and state securities laws deemed necessary by the
Company.

DATED this ________ day of ________________________________, _________.


                                                     Signature

                                                        A-7
Exhibit 10.12

                                                   April 8, 2003

Timothy Wright
[address]

Re: Consulting Engagement

Dear Mr. Wright:

Viral Genetics, Inc. (the "Company") and Timothy Wright (the "Consultant") have been discussing the possibility
of Consultant assisting the Company as a consultant. This agreement ("Agreement") will confirm the terms and
conditions under which Consultant will provide the consulting services described below, as follows:

                                   I. ENGAGEMENT OF CONSULTANT

1.01 Non-Exclusive Engagement of Consultant; Term.

(a) The Company hereby engages Consultant as its non-exclusive provider of the consulting services described in
this Agreement, for a term (the "Term") which will commence on the date of this Agreement and terminate at the
second anniversary of such date.

1.02 Consultant Services. On the terms and conditions set forth in this Agreement, Consultant will provide the
following services to the Company:

(a) Consultant will advise the Company on increasing its executive management depth and visibility.

(b) Consultant will advise the Company on expanding its Board of Directors, creating a scientific advisory board
and attracting qualified personnel to serve as members thereof.

(c) Consultant will assist the Company's management in evaluating and originating potential financing alternatives.

                                                         1
(d) Consultant will assist the Company in the development of a public relations strategy, contact with media and
celebrity personnel, and relationships with humanitarian foundations or other groups.

(e) Consultant will assist the Company in identifying its strategic goals.

(f) Consultant will assist the Company in identifying potential strategic partners.

1.03 Method of Providing Services. It is understood that the Company will not control the manner or prescribe
the method by which the services under this Agreement are to be performed by Consultant. Consultant will
perform services, and may communicate with the Company's management and other parties, through personal
meetings, correspondence, telephone or video conferences, and such other methods, and at such times, as
Consultant may determine, subject to the reasonable convenience of the parties. Consultant shall be available for
regular meetings with the management of the Company during the Term, but shall not be required to devote a
specific minimum number of hours to the Company's business. Unless requested otherwise by the Company,
Consultant shall communicate with the Company's management through the Company's President.

1.04 Independence of Parties. Nothing contained in this Agreement shall constitute either party as an employee,
partner, co-venturer or agent of the other, it being intended that each shall act as an independent contractor with
respect to the other.

II. COMPENSATION

2.01 Finder's Fee Payment in Shares. As a finder's fee (the "Finder's Fee") for the sourcing of cash funding to the
Company from any party approved by the Company ("Funding Party") and on terms satisfactory to the
Company, the Company shall issue and sell to Consultant, at a price of $0.01 per share, shares of the Company's
Common Stock ("Shares") as follows, unless otherwise mutually agreed to by the Parties in writing:

(a) upon the receipt of $ o by the Company from a Funding Party on or before May 7, 2003, o Shares;

The certificate(s) for the Shares shall be issued and delivered to Consultant within five (5) business days after the
receipt by the Company of the cash proceeds as detailed above. In no case shall Consultant be entitled to an
aggregate Finder's Fee of more than o Shares. The amounts of cash proceeds as detailed above each represent a
separate delivery of cash to the Company. In the event that a Funding Party delivers to the Company cash
proceeds that are less than the amounts indicated above, Consultant shall be entitled to a pro-rated lesser amount
of Shares as a Finder's Fee.

                                                           2
2.02 Quarterly Additional Payments in Shares.

(a) In addition to the Finder's Fee and in consideration of the services to be performed under this Agreement, the
Company will, within ten (10) days after the end of each three-month period from the commencement of the
Term, issue and sell to Consultant o additional shares of the Company's Common Stock, at a price per share of
$0.01, and will continue to make such quarterly payments in shares (the "Quarterly Payment Shares") for each
three-month period during the Term. In the event that the Company shall elect to terminate this Agreement for
any reason prior to the end of any such three-month period, the amount of the Quarterly Payment Shares issuable
for such period shall be prorated for the elapsed portion of the three-month period, computed by dividing the
number of days from the inception of the three-month period to the effective date of such termination by the total
number of days in such three-month period and multiplying the fraction so obtained by the amount of the
Quarterly Payment Shares. Any shares issuable in connection therewith shall be issued and delivered within ten
(10) days after the effective date of such termination.

III. REPRESENTATIONS AND WARRANTIES

3.01 Company Representations and Warranties. The Company hereby represents and warrants, knowing that
Consultant is relying thereon, that:

(a) The Company is duly organized, validly existing and in good standing under the laws of the state of Delaware.
The Company is qualified to do business as a foreign corporation in each state in which its business requires it to
be so qualified.

(b) All shares issued to Consultant under this Agreement will be duly and validly issued, fully paid and non-
assessable, and will be delivered free and clear of any liens, claims or encumbrances.

(c) The Company represents that the information concerning the Company and its business, as furnished and to
be furnished to Consultant, will be complete and correct in all material respects and will not contain any untrue
statement of material fact or omit to state a material fact necessary in order to make the statements therein not
misleading in light of the circumstances under which such statements are made. The Company will notify
Consultant promptly concerning any statement which is not accurate or which is or has become incomplete or
misleading in any material respect. The Company understands that Consultant is and will be relying on the
continuing accuracy of such information in carrying out its functions under this Agreement.

(d) This Agreement has been expressly authorized by the Company's Board of Directors, has been duly and
validly executed and delivered by and on behalf

                                                         3
of the Company, and constitutes the valid and binding agreement of the Company, enforceable in accordance
with its terms.

(e) The Company is not subject to any material pending or threatened litigation, arbitration or governmental or
administrative proceedings, and is not in default under any of its material agreements with employees, licensors,
licensees, suppliers, customers, shareholders, creditors or other third parties; provided, however, that the
foregoing representation excludes certain pending disputes with vendors and suppliers.

(f) The Company possesses and owns, or has exclusive licenses to, all intellectual property rights necessary to
enable it to develop and conduct its business as contemplated under its business plan and as represented to
Consultant. The Company's use of such intellectual property rights does not and will not infringe on the rights of
any third party.

(g) The Company's shares are listed for quotation on the OTC Bulletin Board administered by the National
Association of Securities Dealers. The Company is registered as a public reporting company with the Securities
and Exchange Commission ("SEC"), and the Company has filed all annual and periodic reports required to be
filed with the SEC under the Securities Exchange Act of 1934.

3.02 Consultant Representations and Warranties. Consultant hereby represents and warrants, knowing that the
Company is relying thereon, that:

(a) Consultant is not a broker-dealer and is not authorized to perform broker-dealer functions including, without
limitation, the offering of any Company securities for sale

(b) Consultant is an Accredited Investor, as that term is promulgated by the Securities and Exchange
Commission, and Consultant has completed the attached Schedule A.

IV. ADDITIONAL COMPANY UNDERTAKINGS

4.01 Access to Information and Documentation; Confidentiality. The Company will make its personnel and
documentation available for inspection, evaluation, and due diligence by Consultant. In addition, the Company
will cause its directors, officers and professional advisers to furnish information and copies of documents to, and
to otherwise cooperate with, Consultant in connection with Consultant's due diligence activities. The Company
agrees to furnish Consultant with all information and data concerning the Company which Consultant deems
reasonably necessary to the performance of its functions. Except as otherwise agreed to by the Company, or
required by law, all information concerning the Company which is not publicly available will be kept confidential
by Consultant.

                        V. REGISTRATION AND ACQUISITION PROVISIONS

                                                         4
5.01 Stock Certificates and Registration Rights. All certificates issued in respect of the Finder's Fee Shares and
the Quarterly Payment Shares shall bear a restrictive legend in the form normally used by the Company for the
issuance of restricted shares, and shall be deemed restricted securities under SEC Rule 144. The Company
agrees that Consultant and its designees and assignees shall have, with respect to all of the Finder's Fee and
Quarterly Payment Shares, full piggyback registration rights for a period of four years commencing one year after
the date of this Agreement at the Company's sole expense.

5.02 Acquisition of Company. With the exception of any transaction or transactions with Therapeutics Genetics,
Inc. and unless this Agreement is terminated for any other reason as described herein, in the event of a Change in
Control of the Company this Agreement shall immediately terminate and Consultant shall immediately receive
from the Company or its successor entity the full amount of the Quarterly Payment Shares that Consultant would
have been entitled to receive over the remaining term of this Agreement had it not been terminated pursuant to
this section 5.02. For the purposes of this Section 5.02, "Change of Control" shall be defined as any of the
following events if they occur after the date of this Agreement: the acquisition by any person or group of persons
in any transaction or series of related transactions of direct or indirect beneficial ownership (within the meaning of
Section 13(d) of the Securities Exchange Act of 1934), other than the "Current Holders of Securities" (as such
term is defined below), of the power, directly or indirectly, to vote or direct the voting of securities having more
than 50% of the ordinary voting power for the election of directors of subject party (the "Party"); or the sale,
mortgage, lease or other transfer in one or more transactions not in the ordinary course of the Party's business of
assets or earning power constituting more than 50% of the assets or earning power of such Party and its
subsidiaries (taken as a whole) to any such person or group of persons, other than one or more of the Current
Holders of Securities. As used herein, "Current Holders of Securities" shall mean the current holders of issued
and outstanding Securities of the Party, their Affiliates, and their respective employees, officers, directors, blood
or legal relatives, guardians, legal representatives, and trusts for the primary benefit of any of such persons. As
used herein, "Securities" shall mean any and all securities as such term is defined in Section 2 of the Securities Act
of 1933, including, without limitation, all common stock, preferred stock, convertible promissory notes, debt
instruments, and other securities issued by the Party. As used herein, "Affiliates" shall mean, with respect to a
person, all other persons controlling, controlled by or under common control with the first person; as used herein,
"Control" and correlative terms, means the power, whether by contract, equity ownership or otherwise, to direct
the policies or management of a person, where "person" means an individual, partnership, corporation, limited
liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof.

VI. RENEWALS AND TERMINATION

                                                          5
6.01 Extension and Renewal. The Term may be extended or renewed, and this Agreement may be amended,
only by the written agreement of the parties.

6.02 Termination. Either party may terminate this Agreement for cause upon not less than 10 days notice in the
event of a material breach of this Agreement by the other party, which breach is not cured within 20 days after
the giving of notice to the breaching party specifying the circumstances of such breach.

(a) The Company may terminate this Agreement without further notice to Consultant in the event that Consultant:

(i) becomes the subject of an investigation concerning a felony or a violation of any securities laws;
(ii) declares bankruptcy;
(iii) becomes an employee, consultant, officer, director or principal of a competitor;
(iv) misrepresents the Company; or
(v) acts in any other manner which materially affects the Company in a negative manner.

(b) This Agreement shall immediately terminate in the event of a Change in Control, as described in Section 5.02.

6.03 Consequences of Termination. Any termination or expiration of this Agreement, whether or not for cause,
shall not affect the obligation of the Company to pay compensation to Consultant which was earned or accrued
prior to the date of termination or expiration.

VII. MISCELLANEOUS

7.01 Governing Law and Disputes. This Agreement shall be governed by the laws of the State of California,
without regard to choice of law provisions. The parties agree that any dispute under this Agreement will be
resolved in a federal or state court located in the California, and will submit to the jurisdiction of such court for
such purpose.

7.02 Waiver. Any party hereto may waive compliance by the other with any of the terms, provisions and
conditions set forth herein; provided, however, that any such waiver shall be in writing specifically setting forth
those provisions waived thereby. No such waiver shall be deemed to constitute or imply waiver of any other
term, provision or condition of this Agreement.

7.03 Assignment. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto, and their respective heirs, legal representatives, successors and assigns. This Agreement may not be
assigned without the consent of the parties; provided, however, that nothing contained herein shall prevent
Consultant from assigning or transferring any of the Finder's Fee Shares or

                                                           6
Quarterly Payment Shares to any person or entity in accordance with applicable securities laws and regulations.

7.04 Survival. The representations, warranties, and agreements of the parties contained in this Agreement will
remain operative and in full force and effect and will survive any termination of this Agreement.

7.05 Notices. All notices required or permitted under this Agreement shall be in writing and shall be sent by
certified or registered first class mail, return receipt requested, or shall be personally delivered, or sent by an
overnight delivery service such as Federal Express, or shall be transmitted by telefax (provided such telefax
message is confirmed by telephonic acknowledgment of receipt or by sending via other authorized means a
confirmation copy of such notice) addressed to the parties at their respective last known business addresses.

Please indicate your consent to the foregoing terms and conditions by signing and returning a duplicate copy of
this letter.

Sincerely yours,

                                            VIRAL GENETICS, INC.

                                       By___________________________
                                                  President

AGREED:

                                               TIMOTHY WRIGHT


                                                           7
SCHEDULE A

PERSONAL ACCREDITED INVESTOR EXEMPTION

PERSONAL FINANCIAL INFORMATION. The following information pertaining to the undersigned as a
natural person and U.S. Persons within the meaning of Regulation S is being provided here in lieu of furnishing a
personal financial statement.

(a) My individual net worth, or joint net worth with my spouse, exceeds $1,000,000.

Yes [ ] No [ ] INITIAL

(b) My individual income in 2001 and 2001 exceeded $200,000 in each such year, and I reasonably expect my
individual income will be in excess of $200,000 in 2003.

Yes [ ] No [ ] INITIAL

(c) The joint income of my spouse and I in 2001 and 2002 exceeded $300,000 in each such year, and I
reasonably expect our joint income will be in excess of $300,000 in 2003.

Yes [ ] No [ ] INITIAL

(d) Considering the foregoing and all other relevant factors in my financial and personal circumstances, I am able
to bear the economic risk of an investment in the Company.

Yes [ ] No [ ] INITIAL

The foregoing is a true representation of my financial status:


Timothy Wright

                                                          8
Exhibit 10.13

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR UNDER ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED,
SOLD, OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND
ALL APPLICABLE STATE SECURITIES LAWS OR ARE OFFERED, SOLD, OR TRANSFERRED IN
COMPLIANCE WITH AN EXEMPTION THEREFROM.

                                        CONVERTIBLE DEBENTURE

$250,000.00 April ___, 2004

FOR VALUE RECEIVED, VIRAL GENETICS, INC., a Delaware corporation (the "Company"), promises to
pay to the order of TOM LITTLE (the "Holder"), at 260 East Chestnut Street, Chicago, Illinois, 60611, or such
other place as the Holder may designate from time to time by notice to the Company, in coin or currency of the
United States of America that at the time of payment is legal tender for the payment of public and private debts,
the principal sum of Two Hundred and Fifty Thousand and No/100's Dollars ($250,000.00).

1. Maturity, Interest Rate. All principal shall be due and payable on the earlier of (i) December 31, 2004, or (ii)
any Event of Default (as defined below). This Debenture shall not bear interest.

2. Waiver of Demand. Protest, etc. The Company expressly waives demand and presentment for payment,
notice of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate,
bringing of suit and diligence in taking any action to collect amounts called for hereunder and shall be directly and
primarily liable for the payment of all sums owing and to be owing hereon, regardless of and without any notice,
diligence, act or omission as or with respect to the collection of any amount called for hereunder.

3. Prepayment. The Company may, at its election, prepay this Debenture in whole or in part at any time after
written notice from the Company to the Lender given not less than 30 days nor more than 60 days prior to the
date of prepayment stated in the notice. From and after notice of prepayment is given to Holder under this
Section 3 the holder may exercise the exchange rights provided for in Section 5, below.

4. Default. On the occurrence of any one or more of the events hereinafter enumerated (an "Event of Default") the
entire unpaid balance of the principal shall become immediately due and payable:

                                                          1
(a) Default in the payment when due of any installment of principal on this Debenture, whether as scheduled
herein, at maturity, by acceleration, or otherwise;

(b) The Company shall default in the performance of any term or covenant of this Debenture (other than a
payment default contemplated by subsection 4(a)), and such default remains uncured 30 days following written
notice thereof given by the Holder to the Company.

(c) The Company shall (i) file a voluntary petition in bankruptcy or a voluntary petition seeking reorganization; (ii)
file an answer admitting the jurisdiction of the court and any material allegations of an involuntary petition filed
pursuant to any act of Congress relating to bankruptcy or to any act purporting to be amendatory thereof; (iii)
make an assignment for the benefit of creditors; (iv) apply for or consent to the appointment of any receiver or
trustee for the Company; or (v) make an assignment to an agent authorized to liquidate any substantial part of the
Company's business; or

(d) An order shall be entered pursuant to any act of Congress relating to bankruptcy or any act purporting to be
amendatory thereof approving an involuntary petition seeking reorganization of Company or an order of any court
shall be entered appointing any receiver or trustee of or for Company or of or for all or any substantial portion of
its property, and such order approving a petition seeking reorganization or appointing a receiver or trustee is not
vacated or stayed or any writ, warrant of attachment, or similar process is not released or bonded within sixty
(60) days after its levy or entry.

5. Exchange for Stock.

(a) All or any part of the outstanding principal on this Debenture shall be convertible, at the option of the Holder,
at any time after notice of prepayment is given under Section 3 and at any time after December 31, 2004 into the
number of fully paid and non-assessable shares of Common Stock which results from dividing the "Conversion
Price" in effect at the time of exchange into the principal so to be converted. The Conversion Price shall be (as
the same may be adjusted under subsection 5(c)) the greater of $0.18 or 70 percent of the fair market value per
share of the Company's Common Stock as of the trading day immediately preceding the day notice of exchange
is given by Holder to the Company. For purposes of this provision, the fair market value per share of the
Company's Common Stock on any relevant date shall be determined in accordance with the following provisions:

(i) If the Common Stock is not at the time listed or admitted to trading on any national securities exchange but is
traded on the Nasdaq National Market, the Fair Market Value shall be the mean between the highest "bid" and
lowest "offered" quotations of a share of Common Stock on such date (or if none, on the most recent date on
which there were bid and offered quotations of a share of Common Stock), as reported by the Nasdaq National
Market or any successor system.

                                                          2
(ii) If the Common Stock is at the time listed or admitted to trading on any national securities exchange, then the
Fair Market Value shall be the closing selling price per share on the date in question on the securities exchange,
as such price is officially quoted in the composite tape of transactions on such exchange. If there is no reported
sale of Common Stock on such exchange on the date in question, then the Fair Market Value shall be the closing
selling price on the exchange on the last preceding date for which such quotation exists.

(iii) If the Common Stock is not listed on such date on any national securities exchange nor included in the
Nasdaq National Market, but is traded in the over-the-counter market, the highest "bid" quotation of a share of
Common Stock on such date (or if none, on the most recent date on which there were bid quotations of a share
of Common Stock), as reported on the Nasdaq Smallcap Market or the NASD OTC Bulletin Board, as
applicable.

(b) Before the Holder shall be entitled to exchange this Debenture for shares of Common Stock, such Holder
shall surrender this Debenture, accompanied by a proper assignment thereof to the Company or in blank, at the
office of the Company, and shall give written notice to the Company at its principal corporate office, of the
election to convert the same (or a specified portion hereof) and shall state therein the name or names in which the
certificate or certificates for shares of Common Stock are to be issued. The Company shall, as soon as
practicable thereafter, issue and deliver at such office to the Holder or to the nominee or nominees of the Holder,
a certificate or certificates for the number of shares of Common Stock to which the Holder shall be entitled as
aforesaid, together with cash in respect of any fraction of a share of Common Stock issuable upon exchange,
and, if applicable, a new Debenture representing the amount of principal not so exchanged. Such exchange shall
be deemed to have been made immediately prior to the close of business on the date of such surrender of the
Debenture and the person or persons entitled to receive the shares of Common Stock issuable upon such
exchange shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of
such date.

(c) The Conversion Price shall be subject to adjustment from time to time as set forth below.

(i) In the event the Company should at any time or from time to time after the date of this Debenture fix a record
date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination
of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of
Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without
payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof),
then, as of such record date (or the date of such dividend

                                                         3
distribution, split or subdivision if no record date is fixed), the Conversion Price shall be appropriately decreased
so that the number of shares of Common Stock issuable on exchange of this Debenture shall be increased in
proportion to such increase in the aggregate number of shares of Common Stock outstanding and those issuable
with respect to such Common Stock Equivalents.

(ii) If the number of shares of Common Stock outstanding at time after the date of this Debenture is decreased by
a combination of the outstanding shares of Common Stock, then, following the record date of such combination,
the Conversion Price shall be appropriately increased so that the number of shares of Common Stock issuable on
exchange of this Debenture shall be decreased in proportion to such decrease in outstanding shares.

(d) If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a
subdivision or combination provided for elsewhere in this Section 5), provision shall be made so that the Holder
shall thereafter be entitled to receive upon exchange of this Debenture the number of shares of stock or other
securities or property of the Company or otherwise, to which a holder of Common Stock deliverable upon
exchange would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be
made in the application of the provisions of this Section 5 with respect to the rights of the Holder after the
recapitalization to the end that the provisions of this Section 5 (including adjustment of the Conversion Price then
in effect and the number of shares issuable upon exchange of the Debenture) shall be applicable after that event
as nearly equivalently as may be practicable.

(e) No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon the
exchange of a Debenture. Instead of any fractional shares of Common Stock that would otherwise be issuable
upon exchange of a Debenture, the Company shall pay to the Holder a cash adjustment in respect of such
fractional shares in an amount equal to the same fraction of the Conversion Price then in effect. The determination
as to whether or not any fractional shares are issuable shall be based upon the total principal amount of
Debentures being converted at any one time by any holder thereof, not upon each Debenture being converted.

(f) In the event of any taking by the Company of a record of the holders of any class of securities for the purpose
of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other
distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any
other securities or property, or to receive any other right, the Company shall mail to the Holder at least twenty
(20) days prior to the date specified thereto, a notice specifying the date on which any such record is to be taken
for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution
or right.

(g) The Company shall at all times reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the exchange of this Debenture such number of shares of
Common Stock as shall from time

                                                          4
to time be sufficient to effect the exchange of all of the outstanding principal amount of this Debenture and if at
any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the
exchange of this Debenture, in addition to such other remedies as shall be available to the Holder, the Company
will take such corporate action as shall be necessary to increase the number of authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation,
engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to these
provisions.

6. Representations and Warranties of the Company. The Company represents and warrants that:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state
of Delaware. No proceedings to dissolve the Company are pending or threatened.

(b) The Company has the power and authority to execute, deliver and perform this Debenture.

(c) The execution, delivery, and performance by the Company of this Debenture: has been duly authorized by all
requisite corporate action of the Company required for the lawful execution, delivery, reaffirmation and
performance hereof; does not, to the Company's knowledge, violate any provisions of applicable law, rule or
regulation; does not violate any judgment, writ, order, determination, decree or arbitral award of any
governmental authority or arbitral authority binding on the Company or its properties; does not violate the
certificate of incorporation or bylaws of the Company; does not and will not be in conflict with, result in a breach
of or constitute an event of default, or an event which, with notice or lapse of time or both, would constitute an
event of default, under any contract, indenture, agreement or other instrument or document to which the
Company is a party, or by which the properties or assets of the Company are bound and such conflict, breach or
event of default could reasonably be expected to result in a material adverse effect on the business, properties or
financial condition of the Company; and, does not and will not result in the creation or imposition of any lien upon
any of the properties or assets of the Company.

(d) This Debenture is and shall be the legal, valid and binding obligation or agreement of the Company
enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy,
moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally
and to the effect of general principles of equity (whether considered in a proceeding at law or in equity).

(e) The Company has delivered to the Holder a copy of the Company's annual report on Form 10-KSB for the
year ended December 31, 2002, and quarterly report on Form 10-QSB for the quarters ended March 31, 2003
and June 30, 2003 (collectively the "Reports") and neither this Debenture nor any of the Reports contains any

                                                          5
misrepresentation or untrue statement of material fact or omits to state a material fact necessary, in light of the
circumstances under which it was made, in order to make any such warranty, representation or statement
contained therein not misleading.

7. Governing Law. THE COMPANY AND THE HOLDER AGREE THAT THIS DEBENTURE AND THE
LEGAL RELATIONS BETWEEN THE COMPANY AND HOLDER, AND ALL RIGHTS AND
OBLIGATIONS HEREUNDER, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY, AND
PERFORMANCE, SHALL BE GOVERNED BY AND INTERPRETED, CONSTRUED, APPLIED, AND
ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT
REFERENCE TO THE LAW OF ANOTHER JURISDICTION.

8. Attorney's Fees. If this Debenture is placed with an attorney for collection, suit be instituted for collection, or
any other remedy permitted by law is pursued by the Holder hereof because of any event of default in the terms
and conditions herein, then in such event, the Company agrees to pay reasonable attorney's fees, costs, and other
expenses incurred by the Holder hereof in so doing and in enforcing or collecting any judgment rendered therein.

9. Status of Debenture. This Debenture is a general unsecured obligation of the Company, and by the acceptance
hereof the Holder covenants and agrees that payment of principal or interest on this Debenture is subordinate to
the payment of all indebtedness of the Company now or hereafter owing to any secured creditor of the Company
regardless of the adequacy of the collateral pledged or assigned by the Company to any such secured creditor.

10. Any notice or other communication given pursuant to or in connection with this Debenture shall be
conclusively deemed to have been received by the Company or the Holder, as the case may be, and be effective
(i) on the day on which delivered (including hand delivery by commercial courier service) to such party (against
receipt there for), (ii) on the date of delivery to such telefacsimile number for such party, and the receipt of such
message is verified by the sender's telefacsimile machine, or (iii) on the third business day after the day on which
mailed, if sent prepaid by certified or registered mail, return receipt requested, in each case delivered, transmitted
or mailed, as the case may be, to the address or telefacsimile number, as appropriate, set forth below or such
other address or number as such party shall specify by notice hereunder:

(a) if to Company: Viral Genetics, Inc. 905 Mission Street South Pasadena, California 91030 Attention: Haig
Keledjian, President Telephone: (323) 682-2171 Telefacsimile: (323) 799-2265

(b) if to the Holder: Tom Little 260 East Chestnut Street Chicago, Illinois, 60611

                                                           6
Telephone: ________________ Telefacsimile:______________

MADE the day and year first above written.

                                        VIRAL GENETICS, INC.

                                   By: __________________________
                                          Name: Haig Keledjian
                                             Title: President

                                                 7
Tom Little 260 East Chestnut St.

                                                Chicago, IL 60611

                                             EXTENSION LETTER

Effective as of December 30, 2003

Viral Genetics, Inc.
905 Mission Street
South Pasadena, CA 91030
ATTN: Haig Keledjian

RE: Convertible Debenture dated September 30, 2003

Dear Sir:

This letter shall serve as my consent to the extension of the maturity date of the above-captioned Convertible
Debenture (the "Debenture") until July 31, 2004.

I acknowledge that no Event of Default has occurred to the date of this Extension Letter and that this extension
does not in any way constitute a notice of an Event of Default.

All other terms and conditions of the Debenture shall remain in full force and effect.

Please indicate your acknowledgment and acceptance of the foregoing effective the 30th day of December,
2003, by signing below

TOM LITTLE VIRAL GENETICS, INC.


                                            Haig Keledjian, President

                                                          8
Exhibit 14.1

                                            VIRAL GENETICS, INC.

    CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

I. INTRODUCTION

This Code of Ethics for Principal Executive and Senior Financial Officers (the "Code") helps maintain the
standards of business conduct for Viral Genetics, Inc. (the "Company"), and ensures compliance with legal
requirements, specifically Section 406 of the Sarbanes-Oxley Act of 2002, and the SEC rules promulgated there
under. The purpose of the Code is to deter wrongdoing and promote ethical conduct. The matters covered in this
Code are of the utmost importance to the Company, our shareholders and our business partners. Further, these
are essential so that we can conduct our business in accordance with our business values.

The Code is applicable to the following persons, referred to as Officers:

o Our principal executive officer,

o Our principal financial officer,

o Our principal accounting officer or controller, and

o All professionals serving in the roles of finance, tax, accounting, purchase, treasury, internal audit, financial
analyst and investor relations. Further, this includes all members of the senior management, the members of the
Audit Committee, and members of the Board of Viral Genetics and its subsidiaries.

Ethical business conduct is critical to our business. Accordingly, Officers are expected to read and understand
this Code, uphold these standards in day-to-day activities, and comply with: all applicable laws; rules and
regulations; any code of conduct the Company may adopt from time to time; and all applicable policies and
procedures adopted by the Company that govern the conduct of its employees.

Because the principles described in this Code are general in nature, questions about specific matters or issues
should be directed to either the President or Chief Financial Officer of the Company. If the President or Chief
Financial Officer have questions about specific matters or issues, they should direct their inquiry to the Chairman
of the Company's Audit Committee.

                                                          1
Nothing in this Code, in any Company policies and procedures, or in other related communications (verbal or
written), creates or implies an employment contract or term of employment.

Officers should sign the acknowledgment form at the end of this Code and return the form to the HR department
indicating that they have received, read and understood, and agree to comply with the Code. The signed
acknowledgment form will be located in each Officer's personnel files. Each year, as part of their annual review,
Officers will be asked to sign an acknowledgment indicating their continued understanding of the Code.

II. HONEST AND ETHICAL CONDUCT

We expect all Officers to act in accordance with the highest standards of personal and professional integrity,
honesty and ethical conduct, while working on the Company's premises, at offsite locations where the Company's
business is being conducted, at Company sponsored business and social events, or at any other place where
Officers are representing the Company.

We consider honest conduct to be conduct that is free from fraud or deception. We consider ethical conduct to
be conduct conforming to the accepted professional standards of conduct. Ethical conduct includes the ethical
handling of actual or apparent conflicts of interest between personal and professional relationships. This is
discussed in more detail in Section III below.

In all cases, if you are unsure about the appropriateness of an event or action, please seek assistance in
interpreting the requirements of these practices.

III. CONFLICTS OF INTEREST

An Officer's duty to the Company demands that he or she avoids and discloses actual and apparent conflicts of
interest. A conflict of interest exists where the interests or benefits of one person or entity conflict with the
interests or benefits of the Company. Examples include:

A. Employment/ Outside Employment. In consideration of employment with the Company, Officers who are full
time employees are expected to devote their full attention to the business interests of the Company. Such Officers
are prohibited from engaging in any activity that interferes with their performance or responsibilities to the
Company, or is otherwise in conflict with or prejudicial to the Company.

Our policy is to prohibit Officers from accepting simultaneous employment with suppliers, customers, developers
or competitors of the Company, or from taking part in any activity that enhances or supports a competitor's
position. Additionally, Officers must disclose to the Company's Audit Committee, any interest that they have that
may conflict with the business of the Company.

                                                         2
B. Outside Directorships. It is a conflict of interest to serve as a director of any company that competes with the
Company. Officers must first obtain approval from the Company's Audit Committee before accepting a
directorship.

C. Business Interests. If an Officer is considering investing in any customer, supplier, developer or competitor of
the Company, he or she must first take care to ensure that these investments do not compromise their
responsibilities to the Company. It is our policy that Officers first obtain approval from the Company's Audit
Committee before making such an investment. Many factors should be considered in determining whether a
conflict exists, including the size and nature of the investment; the Officer's ability to influence the Company's
decisions; his or her access to confidential information of the Company or of the other company; and the nature
of the relationship between the Company and the other company.

D. Related Parties. As a general rule, Officers should avoid conducting Company business with a relative, or with
a business in which a relative is associated in any significant role. Relatives include spouse, siblings, children,
parents, grandparents, grandchildren, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws. The
Company discourages the employment of relatives of Officers in positions or assignments within the same
department. Further, the Company prohibits the employment of such individuals in positions that have a financial
dependence or influence (e.g., an auditing or control relationship, or a supervisor/ subordinate relationship).

E. Payments or Gifts From Others. Under no circumstances may Officers accept any offer, payment, promise to
pay, or authorization to pay any money, gift, or anything of value from customers, vendors, consultants, etc., that
is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any
commitment of fraud, or opportunity for the commitment of any fraud. Inexpensive gifts, infrequent business
meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of
impropriety, do not violate this policy. Before accepting anything of value from an employee of a government
entity, please contact the President or Chief Financial Officer or, in the case of the President or Chief Financial
Officer, the Chairman of the Audit Committee. Questions regarding whether a particular payment or gift violates
this policy are to be directed to President or Chief Financial Officer or, in the case of the President or Chief
Financial Officer, the Chairman of the Audit Committee. Gifts given by the Company to suppliers or customers,
or received from suppliers or customers, should be appropriate to the circumstances and should never he of a
kind that could create an appearance of impropriety. The nature and cost must always be accurately recorded in
the Company's books and records.

F. Corporate Opportunities. Officers may not exploit for their own personal gain, opportunities that are
discovered through the use of corporate property, information or position, unless the opportunity is disclosed fully
in writing to the Company's Board of Directors and the Board declines to pursue such opportunity.

                                                         3
G. Other Situations. Because other conflicts of interest may arise, it would be impractical to attempt to list all
possible situations. If a proposed transaction or situation raises any questions or doubts, Officers must consult
President or Chief Financial Officer or, in the case of the President or Chief Financial Officer, the Chairman of the
Audit Committee.

IV. DISCLOSURE TO THE SEC AND THE PUBLIC

Our policy is to provide full, fair, accurate, timely, and understandable disclosure in reports and documents that
we file with, or submit to, the SEC and in our other public communications. Accordingly, our Officers must
ensure that they and others in the Company comply with our disclosure controls and procedures, and our internal
controls for financial reporting.

                                                         4
V. COMPLIANCE WITH GOVERNMENTAL LAWS, RULES AND REGULATIONS

Officers must comply with all applicable governmental laws, rules and regulations. Officers must acquire
appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize
potential dangers, and to know when to seek advice from more senior Officers or the Audit Committee.
Violations of applicable governmental laws, rules and regulations may subject Officers to individual criminal or
civil liability, as well as to disciplinary action by the Company. Such individual violations may also subject the
Company to civil or criminal liability or the loss of business.

VI. VIOLATIONS OF THE CODE

Part of an Officer's job, and of his or her ethical responsibility, is to help enforce this Code. Officers should be
alert to possible violations and report this to President or Chief Financial Officer or, in the case of the President
or Chief Financial Officer, the Chairman of the Audit Committee. Officers must cooperate in any internal or
external investigations of possible violations. Reprisal, threat, retribution or retaliation against any person who has,
in good faith, reported a violation or a suspected violation of law, this Code or other Company policies, or
against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.

Actual violations of law, this Code, or other Company policies or procedures, should be promptly reported to
President or Chief Financial Officer or, in the case of the President or Chief Financial Officer, the Chairman of the
Audit Committee.

The Company will take appropriate action against any Officer whose actions are found to violate the Code or
any other policy of the Company. Disciplinary actions may include immediate termination of employment at the
Company's sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the
individuals or entities responsible. Where laws have been violated, the Company will cooperate fully with the
appropriate authorities.

VII. WAIVERS AND AMENDMENTS OF THE CODE

We are committed to continuously reviewing and updating our policies and procedures. Therefore, this Code is
subject to modification. Any amendment or waiver of any provision of this Code must be approved in writing by
the Company's Board of Directors and promptly disclosed on the Company's website and in applicable
regulatory filings pursuant to applicable laws and regulations, together with details about the nature of the
amendment or waiver.

                                                           5
VIII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND SENIOR FINANCIAL OFFICERS

I have received and read the Company's Code of Ethics for Principal Executive and Senior Financial Officers
(the "Code"). I understand the standards and policies contained in the Code and understand that there may be
additional policies or laws specific to my job. I agree to comply with the Code.

If I have questions concerning the meaning or application of the Code, any Company policies, or the legal and
regulatory requirements applicable to my job, I know I can consult the President or Chief Financial Officer or, in
the case of the President or Chief Financial Officer, the Chairman of the Audit Committee, and that my questions
or reports to these sources will be maintained in confidence.


Officer Name


Signature


Date

Please sign and return this form to the HR department.

                                                         6
Exhibit 21.1

List of Subsidiaries (3)

Viral Genetics (Beijing) Ltd., a China limited company Viral Genetics South Africa (Proprietary) Ltd., a South
Africa limited company Viral Genetics, Inc. - a California corporation
Exhibit No. 31.1
Form 10-KSB
Viral Genetics, Inc.
File No. 000-26875

                                                     Certification

I, Haig Keledjian, certify that:

1. I have reviewed this annual report on Form 10-KSB for the year ended December 31, 2003 of Viral
Genetics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

                Date: April 13, 2004                               By:    /s/ Haig Keledjian
                                                                         --------------------------
                                                                         Chief Executive Officer
Chief Financial Officer
Exhibit No. 32.1
Form 10-KSB
Viral Genetics, Inc.
File No. 000-26875

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.

In connection with the Annual Report of Viral Genetics, Inc. (the "Company") on Form 10-KSB for the period
ending December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Haig Keledjian, Chief Executive Officer and Chief Financial Officer of the Company, certify
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

          Date: April 13, 2004                                         By:   /s/ Haig Keledjian
                                                                             -------------------------
                                                                             Chief Executive Officer
                                                                             Chief Financial Officer




A signed original of this written statement required by Section 906 has been provided to Viral Genetics, Inc. and
will be retained by Viral Genetics, Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.

								
To top