Exhibit 10.161


 





SERVICES AGREEMENT


 


This SERVICES AGREEMENT dated as of February
20th, 2013 (this "Agreement"), by and between RJL Computer Consulting (the ·service Company"), and
VG Life Sciences Inc., a Delaware corporation (the "Company"). Each of the Company and the Service Company is sometimes
herein also called a "Party" and collectively the "Parties".


 


WHEREAS, the Company desires to retain the
Service Company to provide the Services (as hereinafter defined) to the Company, and the Service Company desires to provide the
Services to the Company, upon the terms, provisions and conditions set forth in this Agreement.


 


NOW, THEREFORE, in consideration of these premises
and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties, intending
to be legally bound, hereby agree as follows:


 


1. Retention of Consultant.


 


(a) The Company hereby retains the Service
Company to provide the Services to the Company during the Service Period (as hereinafter defined), and the Service Company hereby
agrees to provide the Services to the Company during the service period, all upon the terms, provisions and conditions contained
in this Agreement.


 


(b) The retention of the Service Company hereunder
is on a non-exclusive basis. Accordingly, the Company may and will engage other entities and persons to provide services to the
Company that are similar to the Services. During the Service Period the Service Company may provide consulting services that are
similar to the services to any person or entity whose business is similar to, or compete with, the business of the Company.


 


2. Services.


 


(a) The "Services" to be provided
by the Service Company shall consist of, and shall be defined for purposes of, this Agreement as Exhibit A, attached hereto.


 


1) The Service Company shall provide the Services
faithfully and to the best of the Service Company's ability and in accordance with high ethical standards. In connection with the
performance of the Services, the Service Company shall comply with all applicable laws and regulations.


 


3. Compensation.


 


In consideration for the Services rendered
by RJL Computer Consulting and contemplated herein, VG Life Sciences Inc. agrees to pay the following compensation (the "Compensation"):


 


I.(a) 500,000 shares of VGLS restricted 144 common stock issuable
immediately upon the execution and delivery of this Agreement.


 


RJL Computer Consulting and VG Life Sciences
Inc. agree that the foregoing compensation is for engagement of services indicated and is earned upon the execution and delivery
of this Agreement. Both parties further agree that consideration for the shares is the full delivery and installation of new phone
system. Compensation shall not be refundable for any reason whatsoever. If VGLS decides to terminate this Agreement prior to end
of the Term no refund will be due to VGLS and no additional compensation will be payable to RJL Computer Consulting.




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INDEPENDENT CONTRACTOR


 


RJL Computer Consulting is an independent contractor
responsible for compensation of its agents, employees and representatives, as well as all applicable withholding and taxes (including
unemployment compensation) and all workers' compensation insurance.


 


Amendment; Waiver; Entire Agreement


 


This Agreement may not be modified, amended,
altered or supplemented, except by a written agreement executed by each of the parties hereto. No course of dealing between the
parties shall constitute a waiver or amendment of this Agreement. Any waiver by a party, of any breach of or failure to comply
with any term, provision or condition of this Agreement by the other party hereto shall not be construed as, or constitute, a continuing
waiver of such term, provision or condition, or a waiver of any other breach of, or failure to comply with, any other term, provision
or condition of tills 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 term, 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, at any time whatsoever, or the exercise of any other right.
This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof and it 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.


 


Governing Law; Jurisdiction


 


(a) Tills Agreement shall be governed by and
construed in accordance with the laws of the State of Connecticut 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. Each of the parties unconditionally and irrevocably consents to the exclusive jurisdiction of the courts
of the State of Connecticut, located in Hartford County and the Federal District Court for the Southern District of Connecticut
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 permitted by applicable law. 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.


 


Severability


 


Should any provision of this Agreement be held
to be invalid, illegal or unenforceable in any jurisdiction by a court of competent jurisdiction, that holding shall be effective
only to the specific provision, the extent of such invalidity, illegally or unenforceability, without invalidating or rendering
invalid, 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 tills Agreement shall be fully enforced to the fullest extent permitted by applicable law.


 


ATTORNEY FEES


 


The prevailing party in any arbitration or
litigation arising out of or relating to this Agreement or any of the securities issued to RJL Computer Consulting shall be entitled
to recover all of its reasonable out-of-pocket expenses, including, without limitations its attorneys' fees and all costs (including,
with respect to any appeal) (whether or not such costs are recoverable pursuant to Connecticut State Code of Procedure) as may
be incurred in connection with either obtaining and/or enforcing any judgment and/or arbitration award, in addition to any other
relief to which that party may be entitled.




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ASSIGNMENT


 


The rights and obligations of each party to
this Agreement may not be assigned without the prior written consent of the other party. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors (by merger, sale of stock, recapitalization or other
similar transaction) and their permitted assigns.


 


Drafting Historv, etc.


 


In resolving
any dispute under, or construing any provision in under, this Agreement, there shall be no presumption made or inference drawn
(a) because the attorneys for one of the parties drafted such provision of this Agreement, (b) because of the drafting history
of the Agreement, or (c) because of the inclusion of a provision not contained in a prior draft or the deletion of a provision
contained in a prior draft.


 


Headings, etc.


 


The section headings contained in this Agreement
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. This Agreement may be executed in one or more counterparts. each of which,
when takes together, shall constitute one and the same agreement. This Agreement may be executed by facsimile signature, which
shall constitute a legal and valid signature for purposes hereof.


 


Please sign this Agreement in the space provided below to indicate
Viral Genetics agreement with the terms and provisions of this Agreement.




 


 


Sincerely,


 


RJL Computer Consulting


 


By: /s/ Roger Leardi


Name: Rober Leardi


Title: President


 


AGREED AND ACCEPTED


 


Client: VG Life Sciences Inc.


 


By: /s/ Haig Keledjian


Name: Haig Keledjian


Title: Chairman


 






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RJL COMPUTER CONSULTING SERVICES


 


November 1, 2011


 


 


		·	Assisted Viral Genetics in setting up a host virtual account to host
a virtualized phone system.



		·	Install and configure base operating system and phone system software
on VG’s host virtual instance.



		·	Provide 6 Cisco SPA508G 8 Line IP phones. Configure phones to work
with the phone system



		·	Configure each phones soft keys per instructions from Viral



		·	Genetics



		·	Configure dial plan per instructions from Viral Genetics



		·	Re-configure existing firewall to work with new voip system



		·	Setup sip trunk and provide temporary phone number



		·	Assist Viral in porting existing phone numbers to new system



		·	Providing 12 months of support for entire system



 


Hardware costs $1,200


Labor costs $14,000


 


 


 


September 1, 2012


 


Design and build a custom e-commerce site to look like it is part
of the existing vgenergy.net website. The purpose of the site will be to provide a secure platform for customers and potential
customers to log in and request access to purchase LipidMax and also purchase the products once approved by VG ENERGY.


 


The system will consist of 2 separate web sites. The first being
the public website that will allow people to log in and fill out a request to purchase. They will need to provide the information
specified by VG ENERGY and read and accept 2 contracts.


 


The application will capture this information and store it to a
database, it will also email the information to an email address specified by VG ENERGY.


 


Once approved to purchase the customer will be able to purchase
products put up for sale by VGENERGY. The application will collect the items that the customer wants to purchase, calculates shipping
costs and sales tax if needed. It then securely processes the customers credit cart saving the resulting order to the database
and emailing it to VGENERGY. At no time is the customers credit card info saved to disk, it is only stored in RAM while processing
the transaction.




 






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The second site is a private administrative site to be used by VGENERGY
to manage the customers and products on the public site. There are two main areas of this site the users area and the products
area.


 


The users area will allow VGENERGY to view the customer information
the customer had entered as a request to purchase LipidMax, they can approve customers to purchase or revoke the ability to purchase
from the public site.


 


The products area is where VGENERGY can add or remove the products
that will be for sale on the public site. They can add/edit/delete products, descriptions, price etc. and add or remove an image
that would represent the product for sale.


 


In addition to the design and programing of the websites, the web
server was setup and configured for this purpose and will be maintained for a period of one year. Which includes security updates
to the operating system and applications on the server, periodically checking the system logs for errors.


 


Labor costs $25,000


 


 


CURRENT PROPOSED WORK


 


 


Backup the existing phone system with all voice mail recordings
/ dial plan configurations / call detail data / etc.


 


 


Update phone systems base operating system and phone system software
to the most current available major version (complete re-install)


 


 


Restore existing phone system configurations / voice mail / dial
plan etc. to function as the existing system does today.


 


 


Provide phone system support during the office move. Provide phone
system support until 12/31/2013.


 


Labor costs $2,500