EXHIBIT 10.2
                          REGISTRATION RIGHTS AGREEMENT

      AGREEMENT dated as of January 18, 2005,  between  MERCATOR  MOMENTUM FUND,
L.P., MERCATOR MOMENTUM FUND III, L.P, MONARCH POINTE FUND, LTD.  (collectively,
the  "Funds") and MERCATOR  ADVISORY  GROUP,  LLC ("MAG") (the Funds and MAG are
referred to individually as a "Holder" and  collectively as the "Holders"),  and
GeneThera, Inc., a Florida corporation (the "Company").

      WHEREAS,  the Funds have  purchased,  for an aggregate of  $1,100,000,  an
aggregate of 11,000 shares of Series A Convertible  Preferred Stock (the "Series
A Stock") from the Company,  and have the right to cause their Series A Stock to
be converted into shares of Common Stock,  $.001 par value (the "Common Stock"),
of the Company,  pursuant to the conversion formula set forth in the Certificate
of Determination;

      WHEREAS,  each  Fund  and  MAG  have  acquired  Warrants  (together,   the
"Warrants")  from the  Company,  pursuant to which the Holders have the right to
purchase in the  aggregate up to 597,826  shares of the Common Stock through the
exercise of the Warrants;

      WHEREAS,  the Company  desires to grant to the  Holders  the  registration
rights set forth herein with respect to the shares of Common Stock issuable upon
the conversion of the Series A Stock and the exercise of the Warrants.

      NOW, THEREFORE, the parties hereto mutually agree as follows:

      1. REGISTRABLE SECURITIES. As used herein the terms "Registrable Security"
means each of the shares of Common Stock (i) issued upon the  conversion  of the
Series A Stock (the  "Conversion  Shares") or (ii) upon exercise of the Warrants
(the "Warrant Shares"),  provided,  however, that with respect to any particular
Registrable  Security,  such security  shall cease to be a Registrable  Security
when,  as of  the  date  of  determination  that  (a) it  has  been  effectively
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
and disposed of pursuant thereto,  or (b) registration  under the Securities Act
is no longer  required for the immediate  public  distribution of such security.
The term "Registrable Securities" means any and/or all of the securities falling
within the foregoing definition of a "Registrable Security." In the event of any
merger,  reorganization,  consolidation,  recapitalization  or other  change  in
corporate structure affecting the Common Stock, such adjustment shall be made in
the definition of  "Registrable  Security" as is appropriate in order to prevent
any dilution or enlargement of the rights granted pursuant to this Section 1.

      2. REGISTRATION.

            (a)  The  Company   shall  file  a   registration   statement   (the
"Registration  Statement")  with the  Securities  and Exchange  Commission  (the
"SEC") within  forty-five (45) days after the date of this Agreement in order to
register the resale of the Registrable Securities under the Securities Act. Once
effective,  the Company shall  maintain the  effectiveness  of the  Registration
Statement  until  the  earlier  of (i)  the  date  that  all of the  Registrable
Securities have been sold, or (ii) the date that the Company receives an opinion
of counsel to the Company that all of the  Registrable  Securities may be freely
traded without registration under the Securities Act, under Rule 144 promulgated
under the Securities Act or otherwise.
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            (b) The Company will initially include in the Registration Statement
as Registrable  Securities Two Million Seven Hundred Ninety-Seven Thousand Eight
Hundred Twenty-Six (2,797,826) shares of Common Stock.

      3. COVENANTS OF THE COMPANY WITH RESPECT TO REGISTRATION.

      The Company covenants and agrees as follows:

            (a) The  Company  shall use best  efforts to cause the  Registration
Statement  to become  effective  with the SEC as promptly as possible  and in no
event more than 120 days after the initial filing of the Registration  Statement
with the SEC.  If any  stop  order  shall  be  issued  by the SEC in  connection
therewith,  the Company shall use best efforts to obtain promptly the removal of
such order.  Following the effective  date of the  Registration  Statement,  the
Company shall, upon the request of any Holder,  forthwith supply such reasonable
number of copies  of the  Registration  Statement,  preliminary  prospectus  and
prospectus  meeting  the  requirements  of the  Securities  Act,  and any  other
documents  necessary or  incidental  to the public  offering of the  Registrable
Securities,  as shall be reasonably requested by the Holder to permit the Holder
to make a  public  distribution  of the  Holder's  Registrable  Securities.  The
obligations of the Company  hereunder  with respect to the Holder's  Registrable
Securities  are  subject  to  the  Holder's   furnishing  to  the  Company  such
appropriate   information   concerning  the  Holder,  the  Holder's  Registrable
Securities and the terms of the Holder's offering of such Registrable Securities
as the Company may reasonably request in writing.

            (b) The Company shall pay all costs, fees and expenses in connection
with the  Registration  Statement filed pursuant to Section 2 hereof  including,
without limitation,  the Company's legal and accounting fees, printing expenses,
and blue sky fees and  expenses;  provided,  however,  that each Holder shall be
solely  responsible  for the  fees of any  counsel  retained  by the  Holder  in
connection  with  such  registration  and any  transfer  taxes  or  underwriting
discounts,  commissions or fees applicable to the Registrable Securities sold by
the Holder pursuant thereto.

            (c) The  Company  will take all  actions  which may be  required  to
qualify or register  the  Registrable  Securities  included in the  Registration
Statement  for the offer and sale under the  securities or blue sky laws of such
states as are reasonably  requested by each Holder of such securities,  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.

      4. ADDITIONAL TERMS.

            (a) The Company  shall  indemnify  and hold harmless the Holders and
each  underwriter,  within the meaning of the  Securities  Act, who may purchase
from or sell for any Holder,  any Registrable  Securities,  from and against any
and all losses,  claims,  damages and liabilities caused by any untrue statement
of  a  material  fact  contained  in  the  Registration  Statement,   any  other
registration  statement  filed by the  Company  under  the  Securities  Act with
respect to the registration of the Registrable  Securities,  any  post-effective
amendment to such registration statements, or any prospectus included therein or
caused by any omission to state  therein a material  fact  required to be stated
therein or  necessary  to make the  statements  therein not  misleading,  except
insofar as such losses,  claims,  damages or liabilities  are caused by any such
untrue statement or omission based upon information  furnished or required to be
furnished in writing to the Company by the Holders or underwriter  expressly for
use therein,  which  indemnification  shall  include  each  person,  if any, who
controls any Holder or underwriter  within the meaning of the Securities Act and
each  officer,  director,  employee  and agent of each  Holder and  underwriter;
provided, however, that the indemnification in this Section 4(a) with respect to
any prospectus  shall not inure to the benefit of any Holder or underwriter  (or
to the benefit of any person  controlling  any Holder or underwriter) on account
of any  such  loss,  claim,  damage  or  liability  arising  from  the  sale  of
Registrable  Securities by the Holder or underwriter,  if a copy of a subsequent
prospectus   correcting  the  untrue  statement  or  omission  in  such  earlier
prospectus  was provided to such Holder or  underwriter  by the Company prior to
the subject sale and the subsequent  prospectus was not delivered or sent by the

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<PAGE>

Holder or underwriter to the purchaser prior to such sale and provided  further,
that the Company  shall not be obligated to so indemnify  any Holder or any such
underwriter  or other person  referred to above unless the Holder or underwriter
or other  person,  as the case may be,  shall  at the same  time  indemnify  the
Company, its directors, each officer signing the Registration Statement and each
person,  if any, who controls the Company  within the meaning of the  Securities
Act, from and against any and all losses, claims, damages and liabilities caused
by any  untrue  statement  of a  material  fact  contained  in the  Registration
Statement,  any registration statement or any prospectus required to be filed or
furnished by reason of this Agreement or caused by any omission to state therein
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein not misleading,  insofar as such losses,  claims,  damages or
liabilities  are  caused  by  any  untrue   statement  or  omission  based  upon
information  furnished  in writing to the  Company by the Holder or  underwriter
expressly for use therein.

            (b)  If for  any  reason  the  indemnification  provided  for in the
preceding section is held by a court of competent jurisdiction to be unavailable
to an indemnified  party with respect to any loss, claim,  damage,  liability or
expense  referred  to  therein,   then  the  indemnifying   party,  in  lieu  of
indemnifying such indemnified  party thereunder,  shall contribute to the amount
paid or payable by the indemnified party as a result of such loss, claim, damage
or liability in such  proportion as is appropriate to reflect the relative fault
of the  indemnified  party  and the  indemnifying  party,  as well as any  other
relevant equitable considerations.

            (c) Neither the filing of a  Registration  Statement  by the Company
pursuant to this Agreement nor the making of any request for prospectuses by the
Holder  shall  impose  upon any  Holder  any  obligation  to sell  the  Holder's
Registrable Securities.

            (d) Each  Holder,  upon  receipt of notice from the Company  that an
event has occurred which requires a Post-Effective Amendment to the Registration
Statement or a supplement to the  prospectus  included  therein,  shall promptly
discontinue the sale of Registrable  Securities until the Holder receives a copy
of a  supplemented  or amended  prospectus  from the Company,  which the Company
shall provide as soon as practicable after such notice.

            (e) If the Company fails to keep the Registration Statement referred
to above  continuously  effective during the requisite period,  then the Company
shall,  promptly upon the request of any Holder,  use best efforts to update the
Registration  Statement  or  file  a new  registration  statement  covering  the
Registrable  Securities  remaining  unsold,  subject to the terms and provisions
hereof.

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<PAGE>

            (f) Each Holder  agrees to provide the Company with any  information
or undertakings  reasonably requested by the Company in order for the Company to
include any appropriate  information  concerning the Holder in the  Registration
Statement  or in order to promote  compliance  by the Company or the Holder with
the Securities Act.

            (g) The Company  agrees  that it shall cause each of its  directors,
officers  and  shareholders  owning ten percent  (10%) or more of the  Company's
outstanding  Common Stock to refrain  from  selling any shares of the  Company's
Common Stock until the Registration Statement has been declared effective.

            (h) Each  Holder,  on behalf of itself  and its  affiliates,  hereby
covenants  and agrees not to,  directly or  indirectly,  offer to "short  sell",
contract  to  "short  sell" or  otherwise  "short  sell" any  securities  of the
Company,  including,  without  limitation,  shares of Common  Stock that will be
received as a result of the  conversion of the Series A Stock or the exercise of
the Warrants.

      5. ADDITIONAL REGISTRATION. In the event that the Market Price (as defined
in the Articles of Amendment)  of the Company's  Common Stock shall be less than
$0.50,  then  within 45 days  after  receipt of written  notice  from  Holder (a
"Registration  Notice"),  the  Company  shall  file an  additional  registration
statement with the SEC to register a number of shares of Registrable  Securities
calculated by dividing $1,100,000 by the difference between $0.50 and the Market
Price of the Common  Stock on the date the  Registration  Notice is  received by
Company.

      6. GOVERNING LAW. The Registrable  Securities will be, if and when issued,
delivered in California.  This  Agreement  shall be deemed to have been made and
delivered  in the State of  California  and shall be  governed  as to  validity,
interpretation,  construction,  effect and in all other respects by the internal
substantive laws of the State of California, without giving effect to the choice
of law rules thereof.

      7. AMENDMENT.  This Agreement may only be amended by a written  instrument
executed by the Company and the Holders.

      8. ENTIRE AGREEMENT.  This Agreement along with the Subscription Agreement
of  even  date  herewith  (the  "Subscription  Agreement"  and  the  Transaction
Documents  (as defined in the  Subscription  Agreement)  constitutes  the entire
agreement of the parties hereto with respect to the subject  matter hereof,  and
supersedes all prior  agreements  and  understandings  of the parties,  oral and
written, with respect to the subject matter hereof.

      9.  EXECUTION IN  COUNTERPARTS.  This  Agreement may be executed in one or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same document.

      10. NOTICES. All communications hereunder shall be in writing and shall be
hand delivered, mailed by first-class mail, couriered by next-day air courier or
by facsimile at the addresses set forth below.

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<PAGE>

                  If to the Holders,     Mercator Advisory Group, LLC
                                         Mercator Momentum Fund, L.P.
                                         Mercator Momentum Fund III, L.P.
                                         Monarch Pointe Fund, Ltd.
                                         555 South Flower Street, Suite 4200
                                         Los Angeles, CA  90071
                                         Attention: David Firestone

                  With a copy to         Sheppard Mullin Richter & Hampton LLP
                                         333 South Hope Street
                                         48th Floor
                                         Los Angeles, CA 90071-1448
                                         Telephone No.: (213) 620-1780
                                         Facsimile No.:  (213) 620-1398
                                         Attention:        David C. Ulich

                  If to the Company,     GeneThera, Inc.
                                         3930 Youngfield Street
                                         Wheat Ridge, CO  80033
                                         Attention:  Antonio Milici
                                         Telephone:  (303) 463-6371
                                         Facsimile:   (303) 463-6377

                  With a copy to         Kendall, Koenig & Oelsner PC
                                         1675 Broadway, Suite 750
                                         Denver, CO  80202
                                         Telephone No.: (303) 672-0100
                                         Facsimile No.:  (303) 672-0101
                                         Attention:  Nathan E. Seiler

All such notices and communications shall be deemed to have been duly given: (i)
when delivered by hand, if personally  delivered;  (ii) five business days after
being deposited in the mail,  postage prepaid,  if mailed certified mail, return
receipt  requested;  (iii) one business  day after being  timely  delivered to a
next-day  air  courier  guaranteeing  overnight  delivery;   (iv)  the  date  of
transmission if sent via facsimile to the facsimile  number as set forth in this
Section or the  signature  page hereof prior to 4:00 p.m. on a business  day, or
(v) the business day following the date of transmission if sent via facsimile at
a facsimile  number set forth in this  Section or on the  signature  page hereof
after  4:00 p.m.  or on a date that is not a business  day.  Change of a party's
address or facsimile number may be designated  hereunder by giving notice to all
of the other parties hereto in accordance with this Section.

      11. BINDING EFFECT;  BENEFITS. Any Holder may assign its rights hereunder.
This  Agreement  shall inure to the benefit of, and be binding upon, the parties
hereto  and  their  respective  heirs,  legal  representatives,  successors  and
assigns.  Nothing herein  contained,  express or implied,  is intended to confer
upon any person other than the parties hereto and their respective heirs,  legal
representatives  and  successors,  any rights or remedies  under or by reason of
this Agreement.

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<PAGE>

      12.  HEADINGS.  The headings  contained herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.

      13. SEVERABILITY. Any provision of this Agreement which is held by a court
of  competent   jurisdiction   to  be   prohibited  or   unenforceable   in  any
jurisdiction(s) shall be, as to such jurisdiction(s),  ineffective to the extent
of such  prohibition  or  unenforceability  without  invalidating  the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

      14. JURISDICTION.  Each of the parties irrevocably agrees that any and all
suits or  proceedings  based on or arising  under this  Agreement may be brought
only in and shall be resolved in the federal or state courts located in the City
of Los Angeles,  California and consents to the  jurisdiction of such courts for
such  purpose.  Each  of  the  parties  irrevocably  waives  the  defense  of an
inconvenient  forum to the  maintenance  of such suit or  proceeding in any such
court.  Each of the parties  further  agrees that  service of process  upon such
party  mailed by first class mail to the address set forth in Section 9 shall be
deemed in every respect effective service of process upon such party in any such
suit or  proceeding.  Nothing  herein  shall affect the right of either party to
serve process in any other manner  permitted by law. Each of the parties  agrees
that a final  non-appealable  judgment in any such suit or  proceeding  shall be
conclusive and may be enforced in other  jurisdictions  by suit on such judgment
or in any other lawful manner.

      15. ATTORNEYS' FEES AND  DISBURSEMENTS.  If any action at law or in equity
is necessary to enforce or interpret the terms of this Agreement, the prevailing
party or parties  shall be entitled  to receive  from the other party or parties
reasonable  attorneys' fees and disbursements in addition to any other relief to
which the prevailing party or parties may be entitled.

             [The balance of this page is intentionally left blank.]

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<PAGE>

      IN WITNESS WHEREOF,  this Agreement has been executed and delivered by the
parties hereto as of the date first above written.


                                               GENETHERA, INC.



                                             By: /s/ Antonio Milici
                                             Name:  Antonio Milici
                                             Its:  Chief Executive Officer

                                             HOLDERS:

                                             MERCATOR MOMENTUM FUND, L.P.
                                             BY:  MERCATOR ADVISORY GROUP, LLC,
                                             GENERAL PARTNER


                                             By: /s/ David Firestone
                                             Name:  David Firestone
                                             Its:        Managing Member

                                             MERCATOR MOMENTUM FUND III, L.P.
                                             BY MERCATOR ADVISORY GROUP, LLC
                                             GENERAL PARTNER


                                             By: /s/ David Firestone
                                             Name: David Firestone
                                             Its: Managing Member


                                             MONARCH POINTE FUND, LTD.


                                             By: /s/ David Firestone
                                             Name: David Firestone
                                             Its:       President


                                             MERCATOR ADVISORY GROUP, LLC


                                             By: /s/ David Firestone
                                             Name: David Firestone
                                             Its:  Managing Member


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