ex10_3.htm


    Exhibit
10.3

     

     

    SUBSIDIARY
GUARANTEE

     

    SUBSIDIARY
GUARANTEE, dated as of March 5, 2008 (this “Guarantee”), made by
each of the signatories hereto (together with any other entity that may become a
party hereto as provided herein, (the “Guarantors”), in
favor of the purchasers signatory (the "Purchaser") to that certain Debt
Restructuring Agreement, dated as of the date hereof, between Viral Genetics,
Inc., a Delaware corporation (the “ Company ”) and the
Purchaser.

     

    W
I T N E S S E T H:

     

    WHEREAS,
pursuant to that certain Debt Restructuring Agreement, dated as of the date
hereof, by and between the Company and the Purchaser (the “Restructuring
Agreement”), the Company and the Purchaser have agreed to restructure
certain debt obligated to the Purchaser by the Company, said Restructuring
Agreement including the Purchaser’s commitment to provide to the Company certain
revolving loan financing pursuant a Secured Revolving Credit Note, dated as of
the date hereof, and maturing June 30, 2013 (the “Revolving Credit”),
subject to the terms and conditions set forth in the Restructuring Agreement,
the obligations of the Revolving Credit being secured by a Security Agreement
(the “Security
Agreement”), also dated as of the date hereof; and

     

    WHEREAS,
each Guarantor will directly benefit from the extension of credit to the Company
represented by the issuance of the Revolving Credit; and

     

    NOW,
THEREFORE, in consideration of the premises and to induce the Purchaser to enter
into the Restructuring Agreement and to carry out the transactions contemplated
thereby, each Guarantor hereby agrees with the Purchaser as
follows:

     

    1.           
 Definitions. Unless
otherwise defined herein, terms defined in the Restructuring Agreement and used
herein shall have the meanings given to them in the Restructuring Agreement. The
words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import
when used in this Guarantee shall refer to this Guarantee as a whole and not to
any particular provision of this Guarantee, and Section and Schedule references
are to this Guarantee unless otherwise specified. The meanings given to terms
defined herein shall be equally applicable to both the singular and plural forms
of such terms. The following terms shall have the following
meanings:

     

    “Event of Default”
means the Events of Default set forth in Section 6 of the Security
Agreement.

     

    “Guarantee” means this
Subsidiary Guarantee, as the same may be amended, supplemented or otherwise
modified from time to time.

     

    “Obligations” means
the collective reference to all obligations and undertakings of the Company of
whatever nature, monetary or otherwise, under the Revolving Credit and the
Security Agreement, together with all reasonable attorneys’ fees, disbursements
and all other costs and expenses of collection incurred by Purchaser in
enforcing any of such obligations and/or this Guarantee.

     

    “Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.

     

    “Transaction
Documents” means this Guarantee, the Restructuring Agreement, and any
other documents or agreements executed in connection with the transactions
contemplated herein or therein.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.           
 Guarantee.

     

    (a)             Guarantee.

     

    (i)        The
Guarantors hereby, jointly and severally, unconditionally and irrevocably,
guarantee to the Purchaser and its respective successors, indorsees, transferees
and assigns, the prompt and complete payment and performance by the Company when
due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations.

     

    (ii)       Anything
herein or in any other Transaction Document to the contrary notwithstanding, the
maximum liability of each Guarantor hereunder and under the other Transaction
Documents shall in no event exceed the amount which can be guaranteed by such
Guarantor under applicable federal and state laws, including laws relating to
the insolvency of debtors, fraudulent conveyance or transfer or laws affecting
the rights of creditors generally (after giving effect to the right of
contribution established in Section 2(b)).

     

    (iii)      Each
Guarantor agrees that the Obligations may at any time and from time to time
exceed the amount of the liability of such Guarantor hereunder without impairing
the guarantee contained in this Section 2 or affecting the rights and remedies
of the Purchaser hereunder.

     

    (iv)     The
guarantee contained in this Section 2 shall remain in full force and effect
until all the Obligations and the obligations of each Guarantor under the
guarantee contained in this Section 2 shall have been satisfied by payment in
full.

     

    (v)       No
payment made by the Company, any of the Guarantors, any other guarantor or any
other Person or received or collected by the Purchaser from the Company, any of
the Guarantors, any other guarantor or any other Person by virtue of any action
or proceeding or any set-off or appropriation or application at any time or from
time to time in reduction of or in payment of the Obligations shall be deemed to
modify, reduce, release or otherwise affect the liability of any Guarantor
hereunder which shall, notwithstanding any such payment (other than any payment
made by such Guarantor in respect of the Obligations or any payment received or
collected from such Guarantor inrespect of the Obligations), remain liable for
the Obligations up to the maximum liability of such Guarantor hereunder until
the Obligations are paid in full.

     

    (vi)      Notwithstanding
anything to the contrary in this Agreement, with respect to any defaulted
non-monetary Obligations the specific performance of which by the Guarantors is
not reasonably possible (e.g. the issuance of the Company's Common Stock), the
Guarantors shall only be liable for making the Purchaser whole on a monetary
basis for the Company's failure to perform such Obligations in accordance with
the terms of the Revolving Credit.

     

    (b)             Right of
Contribution. Each Guarantor hereby agrees that to the extent that a
Guarantor shall have paid more than its proportionate share of any payment made
hereunder, such Guarantor shall be entitled to seek and receive contribution
from and against any other Guarantor hereunder which has not paid its
proportionate share of such payment. Each Guarantor's right of contribution
shall be subject to the terms and conditions of Section 2(c). The provisions of
this Section 2(b) shall in no respect limit the obligations and liabilities of
any Guarantor to the Purchaser, and each Guarantor shall remain liable to the
Purchaser for the full amount guaranteed by such Guarantor
hereunder.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)             No Subrogation.
Notwithstanding any payment made by any Guarantor hereunder or any set-off or
application of funds of any Guarantor by the Purchaser, no Guarantor shall be
entitled to be subrogated to any of the rights of the Purchaser against the
Company or any other Guarantor or any collateral security or guarantee or right
of offset held by the Purchaser for the payment of the Obligations, nor shall
any Guarantor seek or be entitled to seek any contribution or reimbursement from
the Company or any other Guarantor in respect of payments made by such Guarantor
hereunder, until all amounts owing to the Purchaser by the Company on account of
the Obligations are paid in full. If any amount shall be paid to any Guarantor
on account of such subrogation rights at any time when all of the Obligations
shall not have been paid in full, such amount shall be held by such Guarantor in
trust for the Purchaser, segregated from other funds of such Guarantor, and
shall, forthwith upon receipt by such Guarantor, be turned over to the Purchaser
in the exact form received by such Guarantor (duly indorsed by such Guarantor to
the Purchaser, if required), to be applied against the Obligations, whether
matured or unmatured, in such order as the Purchaser may determine.

     

    (d)             Amendments, Etc. With
Respect to the Obligations. Each Guarantor shall remain obligated hereunder
notwithstanding that, without any reservation of rights against any Guarantor
and without notice to or further assent by any Guarantor, any demand for payment
of any of the Obligations made by the Purchaser may be rescinded by the
Purchaser and any of the Obligations continued, and the Obligations, or the
liability of any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Purchaser, and
the Restructuring Agreement and the other Transaction Documents and any other
documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Purchaser may
deem advisable from time to time, and any collateral security, guarantee or
right of offset at any time held by the Purchaser for the payment of the
Obligations may be sold, exchanged, waived, surrendered or released. The
Purchaser shall have no obligation to protect, secure, perfect or insure any
Lien at any time held by them as security for the Obligations or for the
guarantee contained in this Section 2 or any property subject
thereto.

     

    (e)             Guarantee Absolute and
Unconditional. Each Guarantor waives any and all notice of the creation,
renewal, extension or accrual of any of the Obligations and notice of or proof
of reliance by the Purchaser upon the guarantee contained in this Section 2 or
acceptance of the guarantee contained in this Section 2; the Obligations, and
any of them, shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon the
guarantee contained in this Section 2; and all dealings between the Company and
any of the Guarantors, on the one hand, and the Purchaser, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in
reliance upon the guarantee contained in this Section 2. Each Guarantor waives
to the extent permitted by law diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon the Company or any of the
Guarantors with respect to the Obligations. Each Guarantor understands and
agrees that the guarantee contained in this Section 2 shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) any of the Obligations or any other collateral security therefor or
guarantee or right of offset with respect thereto at any time or from time to
time held by the Purchaser, (b) any defense, set-off or counterclaim (other than
a defense
of payment or performance or fraud or misconduct by Purchaser) which may at any
time be available to or be asserted by the Company or any other Person against
the Purchaser, or (c) any other circumstance whatsoever (with or without notice
to or knowledge of the Company or such Guarantor) which constitutes, or might be
construed to constitute, an equitable or legal discharge of the Company for the
Obligations, or of such Guarantor under the guarantee contained in this Section
2, in bankruptcy or in any other instance. When making any demand hereunder or
otherwise pursuing its rights and remedies hereunder against any Guarantor, the
Purchaser may, but shall be under no obligation to, make a similar demand on or
otherwise pursue such rights and remedies as they may have against the Company,
any other Guarantor or any other Person or against any collateral security or
guarantee for the Obligations or any right of offset with respect thereto, and
any failure by the Purchaser to make any such demand, to pursue such other
rights or remedies or to collect any payments from the Company, any other
Guarantor or any other Person or to realize upon any such collateral security or
guarantee or to exercise any such right of offset, or any release of the
Company, any other Guarantor or any other Person or any such collateral
security, guarantee or right of offset, shall not relieve any Guarantor of any
obligation or liability hereunder, and shall not impair or affect the rights and
remedies, whether express, implied or available as a matter of law, of the
Purchaser against any Guarantor. For the purposes hereof, "demand" shall include
the commencement and continuance of any legal proceedings.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (f)             Reinstatement. The
guarantee contained in this Section 2 shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Obligations is rescinded or must otherwise be restored or returned by
the Purchaser upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Company or any Guarantor, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Company or any Guarantor or any substantial part of its
property, or otherwise, all as though such payments had not been
made.

     

    (g)             Payments. Each
Guarantor hereby guarantees that payments hereunder will be paid to the
Purchaser without set-off or counterclaim in U.S. dollars at the address set
forth or referred to in the Restructuring Agreement.

     

    3.            
Representations and
Warranties. Each Guarantor hereby makes the following representations and
warranties to Purchaser as of the date hereof:

     

    (a)             Organization and
Qualification. The Guarantor is a corporation, duly incorporated, validly
existing and in good standing under the laws of the applicable jurisdiction set
forth on Schedule 1, with the requisite corporate power and authority to own and
use its properties and assets and to carry on its business as currently
conducted. The Guarantor has no subsidiaries other than those identified as such
on the disclosure schedules to the Restructuring Agreement and the Security
Agreement. The Guarantor is duly qualified to do business and is in good
standing as a foreign corporation in each jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not, individually or in the aggregate, (x) adversely
affect the legality, validity or enforceability of any of this Guaranty in any
material respect, (y) have a material adverse effect on the results of
operations, assets, prospects, or financial condition of the Guarantor or (z)
adversely impair in any material respect the Guarantor's ability to perform
fully on a timely basis its obligations under this Guaranty (a “ Material
Adverse Effect ”).

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)             Authorization;
Enforcement. The Guarantor has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by this
Guaranty, and otherwise to carry out its obligations hereunder. The execution
and delivery of this Guaranty by the Guarantor and the consummation by it of the
transactions contemplated hereby have been duly authorized by all requisite
corporate action on the part of the Guarantor. This Guaranty has been duly
executed and delivered by the Guarantor and constitutes the valid and binding
obligation of the Guarantor enforceable against the Guarantor in accordance with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to, or affecting generally the enforcement of, creditors' rights and
remedies or by other equitable principles of general application.

     

    (c)             No Conflicts. The
execution, delivery and performance of this Guaranty by the Guarantor and the
consummation by the Guarantor of the transactions contemplated thereby do not
and will not (i) conflict with or violate any provision of its Certificate of
Incorporation or By-laws or (ii) conflict with, constitute a default (or an
event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Guarantor
is a party, or (iii) result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental
authority to which the Guarantor is subject (including Federal and state
securities laws and regulations), or by which any material property or asset of
the Guarantor is bound or affected, except in the case of each of clauses (ii)
and (iii), such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as could not, individually or in the aggregate,
have or result in a Material Adverse Effect. The business of the Guarantor is
not being conducted in violation of any law, ordinance or regulation of any
governmental authority, except for violations which, individually or in the
aggregate, do not have a Material Adverse Effect.

     

    (d)             Consents and
Approvals. The Guarantor is not required to obtain any consent, waiver,
authorization or order of, or make any filing or registration with, any court or
other federal, state, local, foreign or other governmental authority or other
person in connection with the execution, delivery and performance by the
Guarantor of this Guaranty.

     

    (e)             Restructuring
Agreement. The representations and warranties of the Company set forth in
the Restructuring Agreement as they relate to such Guarantor, each of which is
hereby incorporated herein by reference, are true and correct as of each time
such representations are deemed to be made pursuant to such Restructuring
Agreement, and the Purchaser shall be entitled to rely on each of them as if
they were fully set forth herein, provided, that each reference in each such
representation and warranty to the Company's knowledge shall, for the purposes
of this Section 3, be deemed to be a reference to such Guarantor's
knowledge.

     

    4.             Covenants.

     

    (a)             Each
Guarantor covenants and agrees with the Purchaser that, from and after the date
of this Guarantee until the Obligations shall have been paid in full, such
Guarantor shall take, and/or shall refrain from taking, as the case may be, each
commercially reasonable action that is necessary to be taken or not taken, as
the case may be, so that no Event of Default is caused by the failure to take
such action or to refrain from taking such action by such
Guarantor.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)             So
long as any of the Obligations are outstanding, each Guarantor will not directly
or indirectly on or after the date of this Guarantee:

     

    i.         except
with the prior written consent of the Purchaser or except for any liability or
obligation that is secured by a Permitted Lien (as defined in the Security
Agreement), enter into, create, incur, assume or suffer to exist any
indebtedness for borrowed money of any kind, including but not limited to, a
guarantee, on or with respect to any of its property or assets now owned or
hereafter acquired or any interest therein or any income or profits therefrom
that is senior to, or pari passu with, in any respect, such Guarantor’s
obligations hereunder;

     

    ii.        except
for Permitted Liens, enter into, create, incur, assume or suffer to exist any
liens of any kind, on or with respect to any of its property or assets now owned
or hereafter acquired or any interest therein or any income or profits therefrom
that is senior to, in any respect, such Guarantor’s obligations
hereunder;

     

    iii.       amend
its certificate of incorporation, bylaws or other charter documents so as to
adversely affect any rights of the Holder hereunder;

     

    iv.       repay,
repurchase or offer to repay, repurchase or otherwise acquire more than a de
minimis number of shares of its Common Stock or Common Stock
Equivalents;

     

    v.       
enter into any agreement with respect to any of the foregoing; or

     

    vi.       pay
cash dividends on any equity securities of the Company.

     

    5.             Miscellaneous.

     

    (a)             Amendments
in Writing. None of the terms or provisions of this Guarantee may be waived,
amended, supplemented or otherwise modified except in writing by the
Purchaser.

     

    (b)             Notices.
All notices, requests and demands to or upon the Purchaser or any Guarantor
hereunder shall be effected in the manner provided for in the Restructuring
Agreement; provided that any such notice, request or demand to or upon any
Guarantor shall be addressed to such Guarantor at its notice address set forth
on Schedule 5(b) .

     

    (c)             No
Waiver By Course Of Conduct; Cumulative Remedies. The Purchaser shall not by any
act (except by a written instrument pursuant to Section 5(a)), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any default under the Transaction Documents
or Event of Default. No failure to exercise, nor any delay in exercising, on the
part of the Purchaser, any right, power or privilege hereunder shall operate as
a waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Purchaser of any right
or remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Purchaser would otherwise have on any future occasion.
The rights and remedies herein provided are cumulative, may be exercised singly
or concurrently and are not exclusive of any other rights or remedies provided
by law.

     

    (d)             Enforcement
Expenses; Indemnification.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (i)        Each
Guarantor agrees to pay, or reimburse the Purchaser for, all its costs
and
expenses incurred in collecting against such Guarantor under the guarantee
contained in Section 2 or otherwise enforcing or preserving any rights under
this Guarantee, including, without limitation, the reasonable fees and
disbursements of counsel to the Purchaser.

     

    (ii)       Each
Guarantor agrees to pay, and to save the Purchaser harmless from, any and all
liabilities with respect to, or resulting from any delay in paying, any and all
stamp, excise, sales or other taxes which may be payable or determined to be
payable in connection with any of the transactions contemplated by this
Guarantee.

     

    (iii)      Each
Guarantor agrees to pay, and to save the Purchaser harmless from, any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Guarantee to the extent the Company would be required to do so pursuant to the
Restructuring Agreement.

     

    (iv)     The
agreements in this Section shall survive repayment of the
Obligations.

     

    (e)             Successor and
Assigns. This Guarantee shall be binding upon the successors and assigns
of each Guarantor and shall inure to the benefit of the Purchaser and their
respective successors and assigns; provided that no Guarantor may assign,
transfer or delegate any of its rights or obligations under this Guarantee
without the prior written consent of the Purchaser.

     

    (f)             Set-Off. Each
Guarantor hereby irrevocably authorizes the Purchaser at any time and from time
to time while an Event of Default under any of the Transaction Documents shall
have occurred and be continuing, without notice to such Guarantor or any other
Guarantor, any such notice being expressly waived by each Guarantor, to set-off
and appropriate and apply any and all deposits, credits, indebtedness or claims,
in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by the Purchaser to
or for the credit or the account of such Guarantor, or any part thereof in such
amounts as the Purchaser may elect, against and on account of the obligations
and liabilities of such Guarantor to the Purchaser hereunder and claims of every
nature and description of the Purchaser against such Guarantor, in any currency,
whether arising hereunder, under the Restructuring Agreement, any other
Transaction Document or otherwise, as the Purchaser may elect, whether or not
the Purchaser have made any demand for payment and although such obligations,
liabilities and claims may be contingent or unmatured. The Purchaser shall
notify such Guarantor promptly of any such set-off and the application made by
the Purchaser of the proceeds thereof, provided that the failure to give such
notice shall not affect the validity of such set-off and application. The rights
of the Purchaser under this Section are in addition to other rights and
remedies(including, without limitation, other rights of set-off) which the
Purchaser may have.

     

    (g)             Counterparts. This
Guarantee may be executed by one or more of the parties to this Guarantee on any
number of separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (h)             Severability. Any
provision of this Guarantee which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    (i)             Section Headings. The
Section headings used in this Guarantee are for convenience of reference only
and are not to affect the construction hereof or be taken into consideration in
the interpretation hereof.

     

    (j)             Integration. This
Guarantee and the other Transaction Documents represent the agreement of the
Guarantors and the Purchaser with respect to the subject matter hereof and
thereof, and there are no promises, undertakings, representations or warranties
by the Purchaser relative to subject matter hereof and thereof not expressly set
forth or referred to herein or in the other Transaction Documents.

     

    (k)             Governing Law. THIS
GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ANY PRINCIPLES OF
CONFLICTS OF LAWS.

     

    (l)             Submission to
Jurisdictional; Waiver. Each Guarantor hereby irrevocably and
unconditionally:

     

    (i)           submits
for itself and its property in any legal action or proceeding relating to this
Guarantee and the other Transaction Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the Courts of the State of California,
located in Los Angeles County, California, the courts of the United States of
America for the Southern District of California, and appellate courts from any
thereof;

     

    (ii)           consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;

     

    (iii)           agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Guarantor at its address
referred to in the Restructuring Agreement or at such other address of which the
Purchaser shall have been notified pursuant thereto;

     

    (iv)           agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and

     

    (v)           waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section any
special, exemplary, punitive or consequential damages.

    
       

      (m)         Acknowledgements.
Each Guarantor hereby acknowledges that:

    

     

    (i)           it
has been advised by counsel in the negotiation, execution and delivery of this
Guarantee and the other Transaction Documents to which it is a
party;

     

    (ii)           the
Purchaser has no fiduciary relationship with or duty to any Guarantor arising
out of or in connection with this Guarantee or any of the other Transaction
Documents, and the relationship between the Guarantors, on the one hand, and the
Purchaser, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor; and

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (iii)           no
joint venture is created hereby or by the other Transaction Documents or
otherwise exists by virtue of the transactions contemplated hereby among the
Guarantors and the Purchaser.

     

    (n)             Additional
Guarantors. The Company shall cause each of its United States
subsidiaries formed or acquired on or subsequent to the date hereof to become a
Guarantor for all purposes of this Guarantee by executing and delivering an
Assumption Agreement in the form of Annex 1 hereto.

     

    (o)             Release of
Guarantors. Subject to Section 2.6, each Guarantor will be released from
all liability hereunder concurrently with the repayment in full of all amounts
owed under the Restructuring Agreement, the Revolving Credit and the other
Transaction Documents.

     

    (p)             Seniority. The
Obligations of each of the Guarantors hereunder rank senior in priority to any
other unsecured Debt (as defined in the Revolving Credit) of such
Guarantor.

     

    (q)             Waiver of Jury Trial.
EACH GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE PURCHASER, HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM
THEREIN.

     

    IN
WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly
executed and delivered as of the date first above written.

     

    
      


      
        	
                VIRAL
      GENETICS, INC., a California Corporation

              
	 
	 
	By:	
                 

              
	 	 
      Name: Haig Keledjian
	 	 
      Title: President


      

    

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1

     

     

    GUARANTORS

     

     

    The
following are the names, notice addresses and jurisdiction of organization of
each Guarantor.

     

    
      	 
      	
              JURISDICTION
      OF

               INCORPORATION

            	 
      	
              COMPANY

               OWNED
      BY

               PERCENTAGE

            
	 
      	
              California

            	 
      	
              100%

            
	
              Viral
      Genetics, Inc.

               1321
      Mountain View Circle

               Azusa,
      CA 91702

            	 
      	 
      	 
      


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Annex
1 to

     SUBSIDIARY
GUARANTEE

     

     

    ASSUMPTION
AGREEMENT, dated as of ___________________, 200____ made by
________________________, a __________ corporation (the “ Additional Guarantor
”), in favor of the Purchaser pursuant to the Debt Restructuring Agreement
referred to below. All capitalized terms not defined herein shall have the
meaning ascribed to them in such Debt Restructuring Agreement.

     

     

    W
I T N E S S E T H :


     

     

    WHEREAS,
Viral Genetics, Inc., a Delaware corporation (the “Company”) and the
Purchaser have entered into a Debt Restructuring Agreement, dated as of March 5,
2008 (as amended, supplemented or otherwise modified from time to time, the
“ Debt Restructuring
Agreement ”);


     

     

    WHEREAS,
in connection with the Debt Restructuring Agreement, the Company and its
Subsidiaries (other than the Additional Guarantor) have entered into the
Subsidiary Guarantee, dated as of March 5, 2008 (as amended, supplemented or
otherwise modified from time to time, the “ Guarantee ”) in
favor of the Purchaser;

     

     

    WHEREAS,
the Debt Restructuring Agreement requires the Additional Guarantor to become a
party to the Guarantee; and

     

     

    WHEREAS,
the Additional Guarantor has agreed to execute and deliver this Assumption
Agreement in order to become a party to the Guarantee;

     

     

    NOW,
THEREFORE, IT IS AGREED:

     

     

    1.  
 Guarantee. By
executing and delivering this Assumption Agreement, the Additional Guarantor, as
provided in Section 5(n) of the Guarantee, hereby becomes a party to the
Guarantee as a Guarantor thereunder with the same force and effect as if
originally named therein as a Guarantor and, without limiting the generality of
the foregoing, hereby expressly assumes all obligations and liabilities of a
Guarantor thereunder. The information set forth in Annex 1-A hereto is hereby
added to the information set forth in Schedule 1 to the Guarantee. The
Additional Guarantor hereby represents and warrants that each of the
representations and warranties contained in Section 3 of the Guarantee is true
and correct on and as the date hereof as to such Additional Guarantor (after
giving effect to this Assumption Agreement) as if made on and as of such
date.

     

     

    2.  
 Governing
Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly
executed and delivered as of the date first above written.

     

    


    
      
        	 	[ADDITIONALGUARANTOR]	 
	 	By:	 	 
	 	Name:	 	 
	 	Title: