Aphton Corporation
                          80 SW 8th Street, Suite 2160
                              Miami, FL 33130-3047



February 20, 2003

Wharton Capital Partners, Ltd.
545 Madison Avenue
New York, NY 10022

Gentlemen:

This letter is to confirm that Wharton Capital Partners Ltd. and Wharton Capital
Markets,  LLC  (Wharton)  are  authorized  to  act  as  non-exclusive  financial
consultant and/or placement agent for Aphton Corporation (APHT) through February
28, 2003 for the purpose of introducing prospective purchasers including Cavallo
Capital and its affiliates to APHT in connection  with the financing or purchase
of up to $25 million of various types of offerings  including but not limited to
convertible  debentures  and  common  stock of APHT  under  Regulation  D of the
Securities Act of 1933, as amended,  and under terms mutually  acceptable to the
parties.

At the closing of a transaction  between APHT and either a purchaser not already
known by APHT and introduced by Wharton or Cavallo  Capital and its  affiliates,
APHT  agrees to pay to  Wharton  or its  designee a fee equal to 6% of the gross
transaction  amount for such tranche,  (of which Wharton  Capital  Markets,  LLC
shall  receive 1% as  placement  agent fee) which fee may be  deducted  from the
proceeds at closing and/or paid directly by the escrow agent. The fees set forth
above are due and payable to Wharton  irrespective  of whether  the  transaction
closes during the term hereof or thereafter.

APHT acknowledges that the relationships  between Wharton and the persons and/or
entities  to be  introduced  to  APHT  for  the  purposes  contemplated  by this
agreement are proprietary to Wharton and essential to its business. Accordingly,
APHT  agrees  to keep  the  names  of  investors  confidential,  except  for SEC
reporting  purposes or if legally required and to a three-year  period following
the execution of this  agreement,  that neither  APHT,  nor any of its officers,
directors or other representatives, will contact, either directly or indirectly,
any  sources  introduced  to APHT by  Wharton  hereunder  for  the  purposes  of
arranging any future  financing for APHT or any of its  affiliates,  without the
express  written  consent of Wharton and without  satisfactory  compensation  to
Wharton.  APHT also  agrees  not to issue any press  releases  relating  to this
transaction  without the prior  review of Wharton and  without  mentioning  that
Wharton facilitated that transaction, unless prohibited by applicable law.

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APHT  represents  it is free to enter  into this  transaction,  will act in good
faith and will not hinder Wharton's efforts  hereunder.  APHT further agrees, in
consideration of Wharton's services as set forth above, that APHT will indemnify
and  hold  harmless  Wharton,  its  affiliates,  officers,  directors,  members,
partners,  agents, controlling persons and employees against any and all losses,
claims, damages or liabilities  (collectively,  "Losses") incurred in connection
with or as a result of either its engagement hereunder of any matter referred to
in this engagement letter (except to the extent that any such Losses result from
the gross  negligence or bad faith of Wharton  performing  the services that are
subject  of this  letter)  and the  Company  agrees  that it will in  connection
therewith  reimburse Wharton and such other indemnified parties listed above for
its and their legal and other expenses, which must be reasonable and documented.

Very truly yours,

APHTON CORPORATION

/s/ Philip Gevas
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Authorized Signature

Philip Gevas, Chairman & CEO
-----------------------------
Name and title

2-21-03
-----------------------------
Date




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