ex10_2.htm


    Exhibit
10.2

     

    Consent
and Understanding

     

    Consent
and Understanding of Viral Genetics, Inc., a Delaware corporation (“Viral
Delaware”) dated as of October 28, 2008.

     

    Whereas,
Viral Delaware owns all of the outstanding capital stock of Viral Genetics,
Inc., a California corporation (“Subsidiary”)

     

    Now,
Therefore, to enable Subsidiary to consummate the transactions
contemplated by the Agreement and Plan of Merger between Subsidiary and V-Clip,
Inc., a California corporation (“V-Clip”) dated as of the date hereof (“Merger
Agreement”) and to induce V-Clip and Subsidiary to enter into the Merger
Agreement, Viral Delaware agrees as follows:

     

    
      	
              1.

            	
              Representations,
      Warranties and Covenants. Viral Delaware undertakes and makes to
      V-Clip the representations and warranties set forth in Section 3.2 and the
      covenants set forth in Section 2.1 of the Merger Agreement.
      Notwithstanding anything to the contrary herein or in any other document,
      Viral Delaware does not represent or warrant that it is current in its
      filings with the Securities and Exchange
  Commission.

            


    

     

    
      	
              2.

            	
              Indemnification.
      From and after the consummation of the transactions provided for by the
      Merger Agreement, Viral Delaware shall indemnify and hold harmless the
      officers and directors of V-Clip from and against any losses, claims,
      damages, or liabilities (including any legal or other expenses incurred in
      connection with any litigation whether or not resulting in any liability),
      insofar as such losses, claims, damages, liabilities, or litigation are
      based on ay statements or omissions in respect of Viral Delaware directly
      based on, the omission or alleged omission to state a material fact in
      respect of Viral Delaware or Subsidiary, its affiliates, officers, or
      directors required to be stated or necessary to make the statements not
      misleading. Promptly after service of process on any director or officer
      of V-Clip in any litigation in respect of which indemnity may be sought
      hereunder the party so served shall give written notice to Viral Delaware.
      Viral Delaware shall thereupon be entitled to participate in (and, to the
      extent that it shall wish, to direct) the defense of any such litigation
      at its own expense. The failure of such director or officer to notify
      Viral Delaware of any such litigation shall relieve Viral Delaware from
      any liability on account of the indemnity agreement contained in this
      Section 2 but shall not relieve Viral Delaware from any other liability it
      may have to such officer or
director.

            


    

     

    
      	
              3.

            	
              Adoption of
      Merger Agreement. Viral Delaware, as the sole shareholder of
      Subsidiary, hereby adopts and approves the Merger Agreement. Set forth on
      Exhibit A hereto is the number of shares to be issued and the number of
      warrants to be issued to the shareholders of V-Clip and the Form of
      warrant agreement reflecting the terms of the warrants to be issued to the
      holders of V-Clip.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Acknowledged:

     

    
      
        
          	 	V-Clip
      Pharmaceuticals Inc.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 


        

      

       

      
         

        
          
            	 	Viral
      Genetics, Inc., a California corporation	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 


          

        

         

        
           

          
            
              	 	Viral
      Genetics, Inc., a Delaware corporation	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 


            

          

        

      

    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
A

     

    Shares
of Viral Delaware to be Issued

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            	
                                                                                                                                                                    Shareholder
      of V-Clip

                                                                                                                                                                  	
                                                                                                                                                                    Shares
      of V-Clip

                                                                                                                                                                  	
                                                                                                                                                                    Shares
      of Viral Delaware

                                                                                                                                                                  
	 	 	 
	
                                                                                                                                                                    Viral
      Genetics, Inc

                                                                                                                                                                  	
                                                                                                                                                                    4,400

                                                                                                                                                                  	
                                                                                                                                                                    16,306,327

                                                                                                                                                                  
	 	 	 
	
                                                                                                                                                                    M.
      Karen Newell

                                                                                                                                                                  	
                                                                                                                                                                    2,200

                                                                                                                                                                  	
                                                                                                                                                                    8,153,163

                                                                                                                                                                  
	 	 	 
	
                                                                                                                                                                    Robert
      Berliner

                                                                                                                                                                  	
                                                                                                                                                                    2,200

                                                                                                                                                                  	
                                                                                                                                                                    8,153,163

                                                                                                                                                                  
	 	 	 
	
                                                                                                                                                                    Evan
      Newell

                                                                                                                                                                  	
                                                                                                                                                                    500

                                                                                                                                                                  	
                                                                                                                                                                    1,852,991

                                                                                                                                                                  
	 	 	 
	
                                                                                                                                                                    Robert
      Melamede

                                                                                                                                                                  	
                                                                                                                                                                    100

                                                                                                                                                                  	
                                                                                                                                                                    370,598

                                                                                                                                                                  
	 	 	 
	
                                                                                                                                                                    University
      License Equity Holdings

                                                                                                                                                                  	
                                                                                                                                                                    600

                                                                                                                                                                  	
                                                                                                                                                                    nil

                                                                                                                                                                  
	 
	
                                                                                                                                                                    Warrants
      at $0.03 per share to be issued

                                                                                                                                                                  
	 
	
                                                                                                                                                                    Shareholder
      of V-Clip

                                                                                                                                                                  	
                                                                                                                                                                    Number
      of Warrants

                                                                                                                                                                  	 
      
	 	 	 
	
                                                                                                                                                                    Viral
      Genetics, Inc

                                                                                                                                                                  	
                                                                                                                                                                    16,306,327

                                                                                                                                                                  	 
      
	 	 	 
	
                                                                                                                                                                    M.
      Karen Newell

                                                                                                                                                                  	
                                                                                                                                                                    8,153,163

                                                                                                                                                                  	 
      
	 	 	 
	
                                                                                                                                                                    Robert
      Berliner

                                                                                                                                                                  	
                                                                                                                                                                    8,153,163

                                                                                                                                                                  	 
      
	 	 	 
	
                                                                                                                                                                    Evan
      Newell

                                                                                                                                                                  	
                                                                                                                                                                    1,852,991

                                                                                                                                                                  	 
      
	 	 	 
	
                                                                                                                                                                    Robert
      Melamede

                                                                                                                                                                  	
                                                                                                                                                                    370,598

                                                                                                                                                                  	 
      
	 	 	 
	
                                                                                                                                                                    University
      License Equity Holdings

                                                                                                                                                                  	
                                                                                                                                                                    nil

                                                                                                                                                                  	 
      
	 
	
                                                                                                                                                                    Warrants
      at $0.282 per share to be issued

                                                                                                                                                                  
	 
	
                                                                                                                                                                    Shareholder
      of V-Clip

                                                                                                                                                                  	
                                                                                                                                                                    Number
      of Warrants

                                                                                                                                                                  	 
      
	 	 	 
	
                                                                                                                                                                    Viral
      Genetics, Inc

                                                                                                                                                                  	
                                                                                                                                                                    4,423,900

                                                                                                                                                                  	 
      
	 	 	 
	
                                                                                                                                                                    M.
      Karen Newell

                                                                                                                                                                  	
                                                                                                                                                                    2,211,950

                                                                                                                                                                  	 
      
	 	 	 
	
                                                                                                                                                                    Robert
      Berliner

                                                                                                                                                                  	
                                                                                                                                                                    2,211,950

                                                                                                                                                                  	 
      
	 	 	 
	
                                                                                                                                                                    Evan
      Newell

                                                                                                                                                                  	
                                                                                                                                                                    502,716

                                                                                                                                                                  	 
      
	 	 	 
	
                                                                                                                                                                    Robert
      Melamede

                                                                                                                                                                  	
                                                                                                                                                                    100,543

                                                                                                                                                                  	 
      
	 	 	 
	
                                                                                                                                                                    University
      License Equity Holdings

                                                                                                                                                                  	
                                                                                                                                                                    490,200

                                                                                                                                                                  	 
      
	 	 	 


                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              	
                      Warrants
      at $0.267 per share to be issued

                    
	 	 	 
	
                      Shareholder
      of V-Clip

                    	
                      Number
      of Warrants

                    	 
      
	 	 	 
	
                      Viral
      Genetics, Inc

                    	
                      6,952,495

                    	 
      
	 	 	 
	
                      M.
      Karen Newell

                    	
                      3,476,247

                    	 
      
	 	 	 
	
                      Robert
      Berliner

                    	
                      3,476,247

                    	 
      
	 	 	 
	
                      Evan
      Newell

                    	
                      790,056

                    	 
      
	 	 	 
	
                      Robert
      Melamede

                    	
                      158,011

                    	 
      
	 	 	 
	
                      University
      License Equity Holdings

                    	
                      1,418,067

                    	 
      
	 	 	 
	
                      Warrants
      at $0.01 per share

                    
	 	 	 
	
                      Shareholder
      of V-Clip

                    	
                      Number
      of Warrants

                    	 
      
	 	 	 
	
                      Viral
      Genetics, Inc

                    	
                      nil

                    	 
      
	 	 	 
	
                      M.
      Karen Newell

                    	
                      nil

                    	 
      
	 	 	 
	
                      Robert
      Berliner

                    	
                      nil

                    	 
      
	 	 	 
	
                      Evan
      Newell

                    	
                      nil

                    	 
      
	 	 	 
	
                      Robert
      Melamede

                    	
                      nil

                    	 
      
	 	 	 
	
                      University
      License Equity Holdings

                    	
                      10,488,453

                    	 
      


            

          

        

      

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    VIRAL
GENETICS, INC.

     

    COMMON
STOCK WARRANT

     

    THIS WARRANT AND THE SECURITIES
ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER
EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM
THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH
ACT.

     

    This certifies that, for good and
valuable consideration, receipt of which is hereby acknowledged, ______________
("Holder") is entitled to purchase, subject to the terms and conditions of this
Warrant, (the “Warrant”) Common Shares of Viral Genetics, Inc., a Delaware
Corporation (the "Company"). This Warrant entitles Holder to purchase up to
_______ fully paid and non-assessable shares of the Common Stock ("Common
Stock") of the Company, during the period commencing concurrent with the
execution by all parties of this Warrant Agreement (the “Effective Date”) and
ending on the tenth anniversary of the Effective Date at 5:00 p.m. local time,
Los Angeles, California, (the "Expiration Date"), at which time this Warrant
will expire and become void unless earlier terminated as provided
herein.  The shares of Common Stock of the Company for which this
Warrant is exercisable as adjusted from time to time pursuant to the terms
hereof, are hereinafter referred to as the "Shares."

     

    1.           
 EXERCISE PRICE. The purchase price for the shares shall be $0.01 per
share. Such price shall be subject to adjustment pursuant to the terms hereof
(such prices, as adjusted from time to time, is hereinafter referred to as the
"Exercise Price").

     

    2.            
EXERCISE AND PAYMENT.

     

    (a)           CASH
EXERCISE.  At any time after the Effective Date, this Warrant may be
exercised, in whole or in part, from time to time by the Holder, during the term
hereof, by surrender of this Warrant and the Notice of Exercise annexed hereto
duly completed and executed by the Holder to the Company at the principal
executive offices of the Company, together with payment in the amount obtained
by multiplying the Exercise Price then in effect by the number of Shares thereby
purchased, as designated in the Notice of Exercise. Payment may be in cash or by
check payable to the order of the Company.

     

    (b)           NET
ISSUANCE.  In lieu of payment of the Exercise Price described in
Section 3(a), the Holder may elect to receive, without the payment by the Holder
of any additional consideration, shares equal to the value of this Warrant or
any portion hereof by the surrender of this Warrant or such portion to the
Company, with the net issue election notice annexed hereto (the "Net Issuance
Election Notice") duly executed, at the office of the Company. Thereupon, the
Company shall issue to the Holder such number of fully paid and nonassessable
shares of Common Stock as is computed using the following formula:

     

    where: X
= [Y*(A-B)]/A

     

    
      	
               
      

            	
              X
      =

            	
              the
      number of shares to be issued to the Holder pursuant to this Section
      2.

            


    

     

    
      	
               
      

            	
              Y
      =

            	
              the
      number of shares covered by this Warrant in respect of which the net
      issuance election is made pursuant to this Section
  2.

            


    

     

    
      	
               
      

            	
              A
      =

            	
              the
      fair market value of one share of Common Stock, as determined in
      accordance with the provisions of this Section
  2.

            


    

     

    
      	
               
      

            	
              B
      =

            	
              the
      Exercise Price in effect under this Warrant at the time the net issuance
      election is made pursuant to this Section
2.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For
purposes of this Section 2, the "fair market value" per share of the Company's
Common Stock shall mean:

     

    i.           If
the Common Stock is traded on a national securities exchange or admitted to
unlisted trading privileges on such an exchange, or is listed on the Nasdaq
National Market (the "NNM") or other over-the- counter quotation system, the
fair market value shall be the last reported sale price of the Common Stock on
such exchange or on the NNM or other over-the-counter quotation system on the
last business day before the effective date of exercise of the net issuance
election or if no such sale is made on such day, the mean of the closing bid and
asked prices for such day on such exchange, the NNM or over-the-counter
quotation system; and

     

    ii.           If
the Common Stock is not so listed or admitted to unlisted trading privileges and
bid and ask prices are not reported, the fair market value shall be the price
per share which the Company could obtain from a willing buyer for shares sold by
the Company from authorized but unissued shares, as such price shall be
determined by mutual agreement of the Company and the Holder of this Warrant. If
the Company and the Holder cannot mutually agree on such price, the fair market
value shall be made by an appraiser of recognized standing selected by the
Holder and the Company, or, if they cannot agree on an appraiser, each of he
Company and the Holder shall select an appraiser of recognized standing and the
two appraisers shall designate a third appraiser of recognized standing, whose
appraisal shall be determinative of such value.

     

    3.           DELIVERY
OF STOCK CERTIFICATES.  Within a reasonable time after exercise, in
whole or in part, of this Warrant, the Company shall issue in the name of and
deliver to the Holder, a certificate or certificates for the number of fully
paid and nonassessable shares of Common Stock which the Holder shall have
requested in the Notice of Exercise or Net Issuance Election Notice. If this
Warrant is exercised in part, the Company shall deliver to the Holder a new
Warrant for the unexercised portion of this Warrant at the time of delivery of
such stock certificate or certificates.

     

    4.           NO
FRACTIONAL SHARES.  No fractional shares or scrip representing
fractional shares will be issued upon exercise of this Warrant.  If
upon any exercise of this Warrant a fraction of a share results, the Company
will pay the Holder the difference between the cash value of the fractional
share and the portion of the Exercise Price allocable to the fractional
share.

     

    5.           CHARGES,
TAXES AND EXPENSES.  The Holder shall pay all transfer taxes or other
incidental charges, if any, in connection with the transfer of the Shares
purchased pursuant to the exercise hereof from the Company to the
Holder.

     

    6.           LOSS,
THEFT, DESTRUCTION OR MUTILATION OF WARRANT.  Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to the Company,
and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will make and deliver a new Warrant of like tenor and dated as of such
cancellation, in lieu of this Warrant.

     

    7.           SATURDAYS,
SUNDAYS, HOLIDAYS, ETC.  If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall be
a Saturday or a Sunday or shall be a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding weekday which is not
a legal holiday.

     

    8.           ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF SHARES.  The number of and kind of
securities purchasable upon exercise of this Warrant and the Exercise Price
shall be subject to adjustment from time to time as follows:

     

    (a)         SUBDIVISIONS,
COMBINATIONS AND OTHER ISSUANCES.  If the Company shall at any time
after the date hereof but prior to the expiration of this Warrant subdivide its
outstanding securities as to which purchase rights under this Warrant exist, by
split-up or otherwise, or combine its outstanding securities as to which
purchase rights under this Warrant exist, the number of Shares as to which this
Warrant is exercisable as of the date of such subdivision, split-up or
combination shall forthwith be proportionately increased in the case of a
subdivision, or proportionately decreased in the case of a combination.
Appropriate adjustments shall also be made to the purchase price payable per
share, but the aggregate purchase price payable for the total number of Shares
purchasable under this Warrant as of such date shall remain the
same.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)         STOCK
DIVIDEND.  If at any time after the date hereof the Company declares a
dividend or other distribution on Common Stock payable in Common Stock or other
securities or rights convertible into Common Stock ("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 exercise or conversion thereof), then the number of
shares of Common Stock for which this Warrant may be exercised shall be
increased as of the record date (or the date of such dividend distribution if no
record date is set) for determining which holders of Common Stock shall be
entitled to receive such dividend, in proportion to the increase in the number
of outstanding shares (and shares of Common Stock issuable upon conversion of
all such securities convertible into Common Stock) of Common Stock as a result
of such dividend, and the Exercise Price shall be adjusted so that the aggregate
amount payable for the purchase of all the Shares issuable hereunder immediately
after the record date (or on the date of such distribution, if applicable), for
such dividend shall equal the aggregate amount so payable immediately before
such record date (or on the date of such distribution, if
applicable).

     

    (c)          OTHER
DISTRIBUTIONS.  If at any time after the date hereof the Company
distributes to holders of its Common Stock, other than as part of its
dissolution or liquidation or the winding up of its affairs, any shares of its
capital stock, any evidence of indebtedness or any of its assets (other than
cash, Common Stock or securities convertible into Common Stock), then the
Company may, at its option, either (i) decrease the per share Exercise Price of
this Warrant by an appropriate amount based upon the value distributed on each
share of Common Stock as determined in good faith by the Company's Board of
Directors or (ii) provide by resolution of the Company's Board of Directors that
on exercise of this Warrant, the Holder hereof shall thereafter be entitled to
receive, in addition to the shares of Common Stock otherwise receivable on
exercise hereof, the number of shares or other securities or property which
would have been received had this Warrant at the time been
exercised.

     

    (d)         MERGER.  If
at any time after the date hereof there shall be a merger or consolidation of
the Company with or into another corporation when the Company is not the
surviving corporation then the Holder shall thereafter be entitled to receive
upon exercise of this Warrant, during the period specified herein and upon
payment of the aggregate Exercise Price then in effect, the number of shares or
other securities or property of the successor corporation resulting from such
merger or consolidation, which would have been received by Holder for the shares
of stock subject to this Warrant had this Warrant at such time been
exercised.

     

    (e)         RECLASSIFICATION,
ETC.  If at any time after the date hereof there shall be a change or
reclassification of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities of any other
class or classes, then the Holder shall thereafter be entitled to receive upon
exercise of this Warrant, during the period specified herein and upon payment of
the Exercise Price then in effect, the number of shares or other securities or
property resulting from such change or reclassification, which would have been
received by Holder for the shares of stock subject to this Warrant had this
Warrant at such time been exercised.

     

    9.           NOTICE
OF ADJUSTMENTS; NOTICES.  Whenever the Exercise Price or number of
Shares purchasable hereunder shall be adjusted pursuant to Section 8 hereof, the
Company shall execute and deliver to the Holder a certificate setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and the Exercise
Price and number of shares purchasable hereunder after giving effect to such
adjustment, and shall cause a copy of such certificate to be mailed (by first
class mail, postage prepaid) to the Holder.

     

    10.         RIGHTS
AS SHAREHOLDER.  Prior to exercise of this Warrant, the Holder shall
not be entitled to any rights as a shareholder of the Company with respect to
the Shares, including (without limitation) the right to vote such Shares,
receive dividends or other distributions thereon, or be notified of shareholder
meetings, and the Holder shall not be entitled to any notice or other
communication concerning the business or affairs of the Company. However, 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 each Holder of this Warrant, at least ten (10) days prior
to the date specified therein, 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.           RESTRICTED
SECURITIES.  The Holder understands that this Warrant and the Shares
purchasable hereunder constitute "restricted securities" under the federal
securities laws inasmuch as they are, or will be, acquired from the Company in
transactions not involving a public offering and accordingly may not, under such
laws and applicable regulations, be resold or transferred without registration
under the Securities Act of 1933, as amended (the "1933 Act") or an applicable
exemption from such registration. In this connection, the Holder acknowledges
that Rule 144 of the Securities and Exchange Commission (the "SEC") is not now,
and may not in the future be, available for resales of the Warrant and the
Shares purchasable hereunder. Unless the Shares are subsequently registered
pursuant to Section 14, the Holder further acknowledges that the securities
legend on Exhibit A to the Notice of Exercise attached hereto shall be placed on
any Shares issued to the Holder upon exercise of this Warrant.

     

    12.           CERTIFICATION
OF INVESTMENT PURPOSE.  Unless a current registration statement under
the 1933 Act shall be in effect with respect to the securities to be issued upon
exercise of this Warrant, the Holder covenants and agrees that, at the time of
exercise hereof, it will deliver to the Company a written certification executed
by the Holder that the securities acquired by him upon exercise hereof are for
the account of such Holder and acquired for investment purposes only and that
such securities are not acquired with a view to, or for sale in connection with,
any distribution thereof.

     

    13.           DISPOSITION
OF SHARES.  Holder hereby agrees not to make any disposition of any
Shares purchased hereunder unless and until:

     

    (a)           Holder
shall have notified the Company of the proposed disposition and provided a
written summary of the terms and conditions of the proposed
disposition;

     

    (b)           Holder
shall have complied with all requirements of this Warrant applicable to the
disposition of the Shares; and

     

    (c)           Holder
shall have provided the Company with written assurances, in form and substance
satisfactory to legal counsel of the Company, that (i) the proposed disposition
does not require registration of the Shares under the 1933 Act or (ii) all
appropriate action necessary for compliance with the registration requirements
of the 1933 Act or of any exemption from registration available under the 1933
Act has been taken.

     

    The
Company shall NOT be required (i) to transfer on its books any Shares which have
been sold or transferred in violation of the provisions of this Section 13, or
(ii) to treat as the owner of the Shares, or otherwise to accord voting or
dividend rights to, any transferee to whom the Shares have been transferred in
contravention of the terms of this Warrant.

     

    14.           TRANSFERABILITY.

     

    (a)           GENERAL.  This
Warrant shall be transferable only on the books of the Company maintained at its
principal office in San Marino, California or wherever its principal office may
then be located, upon delivery thereof duly endorsed by the Holder or by its
duly authorized attorney or representative, accompanied by proper evidence of
succession, assignment or authority to transfer. Upon any registration of
transfer, the Company shall execute and deliver new Warrants to the person
entitled thereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           LIMITATIONS
ON TRANSFER.  This Warrant shall not be sold, transferred, assigned or
hypothecated by the Holder without the company’s express written consent except
to; (i) one or more persons, each of whom on the date of transfer is an officer
of the Holder; (ii) a general partnership or general partnerships, the general
partners of which are the Holder and one or more persons, each of whom on the
date of transfer is an officer of the Holder; (iii) a successor to the Holder in
any merger or consolidation; (iv) a purchaser of all or substantially all of the
Holder's assets; or (v) any person receiving this Warrant from one or more of
the persons listed in this Section 14(b) at such person's or persons' death
pursuant to will, trust or the laws of intestate succession. This Warrant may be
divided or combined, upon request to the Company by the Holder, into a
certificate or certificates representing the right to purchase the same
aggregate number of Shares.

     

    (c)           Any
transfer made except in strict compliance with this Section 14, notwithstanding
the fact that such transfers maybe made to bona fide third party purchasers,
shall be null and void and shall not be recognized by the Company.

     

    15.           MISCELLANEOUS.

     

    (a)           CONSTRUCTION.  Unless
the context indicates otherwise, the term "Holder" shall include any transferee
or transferees of this Warrant pursuant to Section 14(b), and the term "Warrant"
shall include any and all warrants outstanding pursuant to this Agreement,
including those evidenced by a certificate or certificates issued upon division,
exchange, substitution or transfer pursuant to Section 14(b).

     

    (b)           RESTRICTIONS.  By
receipt of this Warrant, the Holder makes the same representations with respect
to the acquisition of this Warrant as the Holder is required to make upon the
exercise of this Warrant and acquisition of the Shares purchasable hereunder as
set forth in the Form of Investment Letter attached as Exhibit A to the Notice
of Exercise attached hereto.

     

    (c)           NOTICES.  Unless
otherwise provided, any notice required or permitted under this Warrant shall be
given in writing and shall be deemed effectively given upon personal delivery to
the party to be notified or three (3) days following deposit with the United
States Post Office, by registered or certified mail, postage prepaid and
addressed to the party to be notified (or one (1) day following timely deposit
with a reputable overnight courier with next day delivery instructions), or upon
confirmation of receipt by the sender of any notice by facsimile transmission,
at the address indicated below or at such other address as such party may
designate by ten (10) days' advance written notice to the other
parties.

     

    To Holder:

     

    With a copy to:

     

    


     

    To the Company:

     

    Viral Genetics, Inc.

     

    2290 Huntington Drive

     

    Suite 100

     

    San Marino, CA 91108

     

    Attention: Haig Keledjian

     

    (d)           GOVERNING
LAW.  This Warrant shall be governed by and construed under the laws
of the State of California as applied to agreements among California residents
entered into and to be performed entirely within California.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)        
   ENTIRE AGREEMENT.  This Warrant, the exhibits and
schedules hereto, and the documents referred to herein, constitute the entire
agreement and understanding of the parties hereto with respect to the subject
matter hereof, and supersede all prior and contemporaneous agreements and
understandings, whether oral or written, between the parties hereto with respect
to the subject matter hereof.

     

    (f)           
BINDING EFFECT.  This Warrant and the various rights and obligations
arising hereunder shall inure to the benefit of and be binding upon the Company
and its successors and assigns, and Holder and its successors and
assigns.

     

    (g)           WAIVER;
CONSENT.  This Warrant may not be changed, amended, terminated,
augmented, rescinded or discharged (other than by performance), in whole or in
part, except by a writing executed by the parties hereto, and no waiver of any
of the provisions or conditions of this Warrant or any of the rights of a party
hereto shall be effective or binding unless such waiver shall be in writing and
signed by the party claimed to have given or consented thereto.

     

    (h)           SEVERABILITY.  If
one or more provisions of this Warrant are held to be unenforceable under
applicable law, such provision shall be excluded from this Warrant and the
balance of the Warrant shall be interpreted as if such provision were so
excluded and the balance shall be enforceable in accordance with its
terms.

     

    Executed
this _____ day of October, 2008.

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	THE
      COMPANY:	 
	 	 	 
	 	Viral
      Genetics, Inc.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                                     

                                  	
                                    By:
      

                                  	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
         

        
          
            
              
                
                  
                    	 	HOLDER:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 	 
	 	 	[typed
      or printed name]	 
	 	 	 	 


                  

                

              

            

          

        

         

        
           

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOTICE
OF EXERCISE

     

    To:  Viral
Genetics, Inc.

     

    The
undersigned hereby elects to purchase _____________ shares of Common Stock
("STOCK") of Viral Genetics, Inc., a Delaware corporation (the "COMPANY")
pursuant to the terms of the attached Warrant, and tenders herewith payment of
the purchase price pursuant to the terms of the Warrant.

     

    Attached
as Exhibit A is an investment representation letter addressed to the Company and
executed by the undersigned as required by Section 12 of the
Warrant.

     

    Please
issue certificates representing the shares of Stock purchased hereunder in the
names and in the denominations indicated on Exhibit A attached
hereto.

     

    Please
issue a new Warrant for the unexercised portion of the attached Warrant, if any,
in the name of the undersigned.

     

     

    Dated:

     

    


     

    Name:

     

    


     

    Title:

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    NET
ISSUANCE ELECTION NOTICE

     

    


     

    


     

    To: Viral
Genetics, Inc.

     

    Date:

     

    


     

    


     

    The
undersigned hereby elects under Section 2 of the attached Warrant to surrender
the right to purchase ___________ shares of Common Stock pursuant to the
attached Warrant.  The Certificate(s) for the shares issuable upon
such net issuance election shall be issued in the name of the undersigned or as
otherwise indicated below.

     

    Attached
as Exhibit A is an investment representation letter addressed to the Company and
executed by the undersigned as required by Section 12 of the
Warrant.

     

    Please
issue certificates representing the shares of Stock purchased hereunder in the
names and in the denominations indicated on Exhibit A attached
hereto.

     

    Please
issue a new Warrant for the unexercised portion of the attached Warrant, if any,
in the name of the undersigned.

     

    Signature

     

    


     

    Name for Registration

     

    Mailing Address

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    To: Viral
Genetics, Inc.

     

    In
connection with the purchase by the undersigned of ________ shares of the Common
Stock (the "STOCK") of Viral Genetics, Inc., a Delaware corporation (the
"COMPANY"), upon exercise of that certain Common Stock Warrant dated as of
October ____, 2008, the undersigned hereby represents and warrants as
follows:

     

    The
shares of Stock to be received by the undersigned upon exercise of the Warrant
are being acquired for its own account, not as a nominee or agent, and not with
a view to resale or distribution of any part thereof, and the undersigned has no
present intention of selling, granting any participation in, or otherwise
distributing the same.  The undersigned further represents that it
does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to such person or to any third
person, with respect to the Stock.  The undersigned believes it has
received all the information it considers necessary or appropriate for deciding
whether to purchase the Stock.

     

    The
undersigned understands that the shares of Stock are characterized as
"restricted securities" under the federal securities laws inasmuch as they are
being acquired from the Company in transactions not involving a public offering
and that under such laws and applicable regulations such securities may be
resold without registration under the Securities Act of 1933, as amended (the
"ACT"), only in certain limited circumstances.  In this connection,
the undersigned represents that it is familiar with SEC Rule 144, as presently
in effect, and understands the resale limitations imposed thereby and by the
Act.

     

    Without
in any way limiting the representations set forth above, the undersigned agrees
not to make any disposition of all or any portion of the Stock unless and
until:

     

    There is
then in effect a registration statement under the Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement; or

     

    (i)           The
undersigned shall have notified the Company of the proposed disposition and
shall have furnished the Company with a detailed statement of the circumstances
surrounding the proposed disposition, and (ii) if requested, the undersigned
shall have furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company that such disposition will not require registration
of such shares under the Act.  The Company will not require an opinion
of counsel for sales made pursuant to Rule 144 except in unusual
circumstances.

     

    The
undersigned understands the instruments evidencing the Stock may bear the
following legend:

     

    THIS
CERTIFICATE AND THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

     

    Dated:

     

    Viral Genetics,
Inc.

     

    
      	 	By:	 	 
	 	 	 	 
	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    VIRAL
GENETICS, INC.

     

    COMMON
STOCK WARRANT

     

    THIS WARRANT AND THE SECURITIES
ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER
EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM
THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH
ACT.

     

    This certifies that, for good and
valuable consideration, receipt of which is hereby acknowledged, ______________
("Holder") is entitled to purchase, subject to the terms and conditions of this
Warrant, (the “Warrant”) Common Shares of Viral Genetics, Inc., a Delaware
Corporation (the "Company"). This Warrant entitles Holder to purchase up to
_______ fully paid and non-assessable shares of the Common Stock ("Common
Stock") of the Company, during the period commencing concurrent with the
execution by all parties of this Warrant Agreement (the “Effective Date”) and
ending on the tenth anniversary of the Effective Date at 5:00 p.m. local time,
Los Angeles, California, (the "Expiration Date"), at which time this Warrant
will expire and become void unless earlier terminated as provided
herein.  The shares of Common Stock of the Company for which this
Warrant is exercisable as adjusted from time to time pursuant to the terms
hereof, are hereinafter referred to as the "Shares."

     

    1.           EXERCISE
PRICE. The purchase price for the shares shall be $0.03 per share. Such price
shall be subject to adjustment pursuant to the terms hereof (such prices, as
adjusted from time to time, is hereinafter referred to as the "Exercise
Price").

     

    2.           EXERCISE
AND PAYMENT.

     

    (a)         CASH
EXERCISE.  At any time after the Effective Date, this Warrant may be
exercised, in whole or in part, from time to time by the Holder, during the term
hereof, by surrender of this Warrant and the Notice of Exercise annexed hereto
duly completed and executed by the Holder to the Company at the principal
executive offices of the Company, together with payment in the amount obtained
by multiplying the Exercise Price then in effect by the number of Shares thereby
purchased, as designated in the Notice of Exercise. Payment may be in cash or by
check payable to the order of the Company.

     

    (b)         NET
ISSUANCE.  In lieu of payment of the Exercise Price described in
Section 3(a), the Holder may elect to receive, without the payment by the Holder
of any additional consideration, shares equal to the value of this Warrant or
any portion hereof by the surrender of this Warrant or such portion to the
Company, with the net issue election notice annexed hereto (the "Net Issuance
Election Notice") duly executed, at the office of the Company. Thereupon, the
Company shall issue to the Holder such number of fully paid and nonassessable
shares of Common Stock as is computed using the following formula:

     

    where: X
= [Y*(A-B)]/A

     

    
      	
               
      

            	
              X
      =

            	
              the
      number of shares to be issued to the Holder pursuant to this Section
      2.

            


    

     

    
      	
               
      

            	
              Y
      =

            	
              the
      number of shares covered by this Warrant in respect of which the net
      issuance election is made pursuant to this Section
  2.

            


    

     

    
      	
               
      

            	
              A
      =

            	
              the
      fair market value of one share of Common Stock, as determined in
      accordance with the provisions of this Section
  2.

            


    

     

    
      	
               
      

            	
              B
      =

            	
              the
      Exercise Price in effect under this Warrant at the time the net issuance
      election is made pursuant to this Section
2.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For
purposes of this Section 2, the "fair market value" per share of the Company's
Common Stock shall mean:

     

    i.           If
the Common Stock is traded on a national securities exchange or admitted to
unlisted trading privileges on such an exchange, or is listed on the Nasdaq
National Market (the "NNM") or other over-the- counter quotation system, the
fair market value shall be the last reported sale price of the Common Stock on
such exchange or on the NNM or other over-the-counter quotation system on the
last business day before the effective date of exercise of the net issuance
election or if no such sale is made on such day, the mean of the closing bid and
asked prices for such day on such exchange, the NNM or over-the-counter
quotation system; and

     

    ii.           If
the Common Stock is not so listed or admitted to unlisted trading privileges and
bid and ask prices are not reported, the fair market value shall be the price
per share which the Company could obtain from a willing buyer for shares sold by
the Company from authorized but unissued shares, as such price shall be
determined by mutual agreement of the Company and the Holder of this Warrant. If
the Company and the Holder cannot mutually agree on such price, the fair market
value shall be made by an appraiser of recognized standing selected by the
Holder and the Company, or, if they cannot agree on an appraiser, each of he
Company and the Holder shall select an appraiser of recognized standing and the
two appraisers shall designate a third appraiser of recognized standing, whose
appraisal shall be determinative of such value.

     

    3.           DELIVERY
OF STOCK CERTIFICATES.  Within a reasonable time after exercise, in
whole or in part, of this Warrant, the Company shall issue in the name of and
deliver to the Holder, a certificate or certificates for the number of fully
paid and nonassessable shares of Common Stock which the Holder shall have
requested in the Notice of Exercise or Net Issuance Election Notice. If this
Warrant is exercised in part, the Company shall deliver to the Holder a new
Warrant for the unexercised portion of this Warrant at the time of delivery of
such stock certificate or certificates.

     

    4.           NO
FRACTIONAL SHARES.  No fractional shares or scrip representing
fractional shares will be issued upon exercise of this Warrant.  If
upon any exercise of this Warrant a fraction of a share results, the Company
will pay the Holder the difference between the cash value of the fractional
share and the portion of the Exercise Price allocable to the fractional
share.

     

    5.           CHARGES,
TAXES AND EXPENSES.  The Holder shall pay all transfer taxes or other
incidental charges, if any, in connection with the transfer of the Shares
purchased pursuant to the exercise hereof from the Company to the
Holder.

     

    6.           LOSS,
THEFT, DESTRUCTION OR MUTILATION OF WARRANT.  Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to the Company,
and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will make and deliver a new Warrant of like tenor and dated as of such
cancellation, in lieu of this Warrant.

     

    7.           SATURDAYS,
SUNDAYS, HOLIDAYS, ETC.  If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall be
a Saturday or a Sunday or shall be a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding weekday which is not
a legal holiday.

     

    8.           ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF SHARES.  The number of and kind of
securities purchasable upon exercise of this Warrant and the Exercise Price
shall be subject to adjustment from time to time as follows:

     

    (a)           SUBDIVISIONS,
COMBINATIONS AND OTHER ISSUANCES.  If the Company shall at any time
after the date hereof but prior to the expiration of this Warrant subdivide its
outstanding securities as to which purchase rights under this Warrant exist, by
split-up or otherwise, or combine its outstanding securities as to which
purchase rights under this Warrant exist, the number of Shares as to which this
Warrant is exercisable as of the date of such subdivision, split-up or
combination shall forthwith be proportionately increased in the case of a
subdivision, or proportionately decreased in the case of a combination.
Appropriate adjustments shall also be made to the purchase price payable per
share, but the aggregate purchase price payable for the total number of Shares
purchasable under this Warrant as of such date shall remain the
same.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           STOCK
DIVIDEND.  If at any time after the date hereof the Company declares a
dividend or other distribution on Common Stock payable in Common Stock or other
securities or rights convertible into Common Stock ("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 exercise or conversion thereof), then the number of
shares of Common Stock for which this Warrant may be exercised shall be
increased as of the record date (or the date of such dividend distribution if no
record date is set) for determining which holders of Common Stock shall be
entitled to receive such dividend, in proportion to the increase in the number
of outstanding shares (and shares of Common Stock issuable upon conversion of
all such securities convertible into Common Stock) of Common Stock as a result
of such dividend, and the Exercise Price shall be adjusted so that the aggregate
amount payable for the purchase of all the Shares issuable hereunder immediately
after the record date (or on the date of such distribution, if applicable), for
such dividend shall equal the aggregate amount so payable immediately before
such record date (or on the date of such distribution, if
applicable).

     

    (c)           OTHER
DISTRIBUTIONS.  If at any time after the date hereof the Company
distributes to holders of its Common Stock, other than as part of its
dissolution or liquidation or the winding up of its affairs, any shares of its
capital stock, any evidence of indebtedness or any of its assets (other than
cash, Common Stock or securities convertible into Common Stock), then the
Company may, at its option, either (i) decrease the per share Exercise Price of
this Warrant by an appropriate amount based upon the value distributed on each
share of Common Stock as determined in good faith by the Company's Board of
Directors or (ii) provide by resolution of the Company's Board of Directors that
on exercise of this Warrant, the Holder hereof shall thereafter be entitled to
receive, in addition to the shares of Common Stock otherwise receivable on
exercise hereof, the number of shares or other securities or property which
would have been received had this Warrant at the time been
exercised.

     

    (d)           MERGER.  If
at any time after the date hereof there shall be a merger or consolidation of
the Company with or into another corporation when the Company is not the
surviving corporation then the Holder shall thereafter be entitled to receive
upon exercise of this Warrant, during the period specified herein and upon
payment of the aggregate Exercise Price then in effect, the number of shares or
other securities or property of the successor corporation resulting from such
merger or consolidation, which would have been received by Holder for the shares
of stock subject to this Warrant had this Warrant at such time been
exercised.

     

    (e)           RECLASSIFICATION,
ETC.  If at any time after the date hereof there shall be a change or
reclassification of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities of any other
class or classes, then the Holder shall thereafter be entitled to receive upon
exercise of this Warrant, during the period specified herein and upon payment of
the Exercise Price then in effect, the number of shares or other securities or
property resulting from such change or reclassification, which would have been
received by Holder for the shares of stock subject to this Warrant had this
Warrant at such time been exercised.

     

    9.         
  NOTICE OF ADJUSTMENTS; NOTICES.  Whenever the Exercise
Price or number of Shares purchasable hereunder shall be adjusted pursuant to
Section 8 hereof, the Company shall execute and deliver to the Holder a
certificate setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated and the Exercise Price and number of shares purchasable hereunder
after giving effect to such adjustment, and shall cause a copy of such
certificate to be mailed (by first class mail, postage prepaid) to the
Holder.

     

    10.           RIGHTS
AS SHAREHOLDER.  Prior to exercise of this Warrant, the Holder shall
not be entitled to any rights as a shareholder of the Company with respect to
the Shares, including (without limitation) the right to vote such Shares,
receive dividends or other distributions thereon, or be notified of shareholder
meetings, and the Holder shall not be entitled to any notice or other
communication concerning the business or affairs of the Company. However, 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 each Holder of this Warrant, at least ten (10) days prior
to the date specified therein, 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.           RESTRICTED
SECURITIES.  The Holder understands that this Warrant and the Shares
purchasable hereunder constitute "restricted securities" under the federal
securities laws inasmuch as they are, or will be, acquired from the Company in
transactions not involving a public offering and accordingly may not, under such
laws and applicable regulations, be resold or transferred without registration
under the Securities Act of 1933, as amended (the "1933 Act") or an applicable
exemption from such registration. In this connection, the Holder acknowledges
that Rule 144 of the Securities and Exchange Commission (the "SEC") is not now,
and may not in the future be, available for resales of the Warrant and the
Shares purchasable hereunder. Unless the Shares are subsequently registered
pursuant to Section 14, the Holder further acknowledges that the securities
legend on Exhibit A to the Notice of Exercise attached hereto shall be placed on
any Shares issued to the Holder upon exercise of this Warrant.

     

    12.           CERTIFICATION
OF INVESTMENT PURPOSE.  Unless a current registration statement under
the 1933 Act shall be in effect with respect to the securities to be issued upon
exercise of this Warrant, the Holder covenants and agrees that, at the time of
exercise hereof, it will deliver to the Company a written certification executed
by the Holder that the securities acquired by him upon exercise hereof are for
the account of such Holder and acquired for investment purposes only and that
such securities are not acquired with a view to, or for sale in connection with,
any distribution thereof.

     

    13.           DISPOSITION
OF SHARES.  Holder hereby agrees not to make any disposition of any
Shares purchased hereunder unless and until:

     

    (a)           Holder
shall have notified the Company of the proposed disposition and provided a
written summary of the terms and conditions of the proposed
disposition;

     

    (b)           Holder
shall have complied with all requirements of this Warrant applicable to the
disposition of the Shares; and

     

    (c)           Holder
shall have provided the Company with written assurances, in form and substance
satisfactory to legal counsel of the Company, that (i) the proposed disposition
does not require registration of the Shares under the 1933 Act or (ii) all
appropriate action necessary for compliance with the registration requirements
of the 1933 Act or of any exemption from registration available under the 1933
Act has been taken.

     

    The
Company shall NOT be required (i) to transfer on its books any Shares which have
been sold or transferred in violation of the provisions of this Section 13, or
(ii) to treat as the owner of the Shares, or otherwise to accord voting or
dividend rights to, any transferee to whom the Shares have been transferred in
contravention of the terms of this Warrant.

     

    14.           TRANSFERABILITY.

     

    (a)           GENERAL.  This
Warrant shall be transferable only on the books of the Company maintained at its
principal office in San Marino, California or wherever its principal office may
then be located, upon delivery thereof duly endorsed by the Holder or by its
duly authorized attorney or representative, accompanied by proper evidence of
succession, assignment or authority to transfer. Upon any registration of
transfer, the Company shall execute and deliver new Warrants to the person
entitled thereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           LIMITATIONS
ON TRANSFER.  This Warrant shall not be sold, transferred, assigned or
hypothecated by the Holder without the company’s express written consent except
to; (i) one or more persons, each of whom on the date of transfer is an officer
of the Holder; (ii) a general partnership or general partnerships, the general
partners of which are the Holder and one or more persons, each of whom on the
date of transfer is an officer of the Holder; (iii) a successor to the Holder in
any merger or consolidation; (iv) a purchaser of all or substantially all of the
Holder's assets; or (v) any person receiving this Warrant from one or more of
the persons listed in this Section 14(b) at such person's or persons' death
pursuant to will, trust or the laws of intestate succession. This Warrant may be
divided or combined, upon request to the Company by the Holder, into a
certificate or certificates representing the right to purchase the same
aggregate number of Shares.

     

    (c)           Any
transfer made except in strict compliance with this Section 14, notwithstanding
the fact that such transfers maybe made to bona fide third party purchasers,
shall be null and void and shall not be recognized by the Company.

     

    15.           MISCELLANEOUS.

     

    (a)           CONSTRUCTION.  Unless
the context indicates otherwise, the term "Holder" shall include any transferee
or transferees of this Warrant pursuant to Section 14(b), and the term "Warrant"
shall include any and all warrants outstanding pursuant to this Agreement,
including those evidenced by a certificate or certificates issued upon division,
exchange, substitution or transfer pursuant to Section 14(b).

     

    (b)           RESTRICTIONS.  By
receipt of this Warrant, the Holder makes the same representations with respect
to the acquisition of this Warrant as the Holder is required to make upon the
exercise of this Warrant and acquisition of the Shares purchasable hereunder as
set forth in the Form of Investment Letter attached as Exhibit A to the Notice
of Exercise attached hereto.

     

    (c)           NOTICES.  Unless
otherwise provided, any notice required or permitted under this Warrant shall be
given in writing and shall be deemed effectively given upon personal delivery to
the party to be notified or three (3) days following deposit with the United
States Post Office, by registered or certified mail, postage prepaid and
addressed to the party to be notified (or one (1) day following timely deposit
with a reputable overnight courier with next day delivery instructions), or upon
confirmation of receipt by the sender of any notice by facsimile transmission,
at the address indicated below or at such other address as such party may
designate by ten (10) days' advance written notice to the other
parties.

     

    To Holder:

     

    With a copy to:

     

    


     

    


     

    


     

    To the Company:

    Viral Genetics, Inc.

    2290 Huntington Drive

    Suite 100

    San Marino, CA 91108

    Attention: Haig Keledjian

     

    (d)           GOVERNING
LAW.  This Warrant shall be governed by and construed under the laws
of the State of California as applied to agreements among California residents
entered into and to be performed entirely within California.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)           ENTIRE
AGREEMENT.  This Warrant, the exhibits and schedules hereto, and the
documents referred to herein, constitute the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof, and supersede
all prior and contemporaneous agreements and understandings, whether oral or
written, between the parties hereto with respect to the subject matter
hereof.

     

    (f)           BINDING
EFFECT.  This Warrant and the various rights and obligations arising
hereunder shall inure to the benefit of and be binding upon the Company and its
successors and assigns, and Holder and its successors and assigns.

     

    (g)           WAIVER;
CONSENT.  This Warrant may not be changed, amended, terminated,
augmented, rescinded or discharged (other than by performance), in whole or in
part, except by a writing executed by the parties hereto, and no waiver of any
of the provisions or conditions of this Warrant or any of the rights of a party
hereto shall be effective or binding unless such waiver shall be in writing and
signed by the party claimed to have given or consented thereto.

     

    (h)           SEVERABILITY.  If
one or more provisions of this Warrant are held to be unenforceable under
applicable law, such provision shall be excluded from this Warrant and the
balance of the Warrant shall be interpreted as if such provision were so
excluded and the balance shall be enforceable in accordance with its
terms.

     

    Executed
this _____ day of October, 2008.

    
       

      
         

        
          
            
              
                
                  
                    
                      
                        	 	THE
      COMPANY:	 
	 	 	 
	 	Viral
      Genetics, Inc.	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 


                      

                    

                  

                

              

            

          

        

         

        
           

          
            
              
                
                  
                    
                      	 	HOLDER:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 	 
	 	 	[typed
      or printed name]	 
	 	 	 	 


                    

                  

                

              

            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    NOTICE
OF EXERCISE

     

    To:  Viral
Genetics, Inc.

     

    The
undersigned hereby elects to purchase _____________ shares of Common Stock
("STOCK") of Viral Genetics, Inc., a Delaware corporation (the "COMPANY")
pursuant to the terms of the attached Warrant, and tenders herewith payment of
the purchase price pursuant to the terms of the Warrant.

     

    Attached
as Exhibit A is an investment representation letter addressed to the Company and
executed by the undersigned as required by Section 12 of the
Warrant.

     

    Please
issue certificates representing the shares of Stock purchased hereunder in the
names and in the denominations indicated on Exhibit A attached
hereto.

     

    Please
issue a new Warrant for the unexercised portion of the attached Warrant, if any,
in the name of the undersigned.

     

    Dated:

     

    Name:

     

    


     

    Title:

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NET
ISSUANCE ELECTION NOTICE

     

    To: Viral
Genetics, Inc.

     

    Date:

     

    The
undersigned hereby elects under Section 2 of the attached Warrant to surrender
the right to purchase ___________ shares of Common Stock pursuant to the
attached Warrant.  The Certificate(s) for the shares issuable upon
such net issuance election shall be issued in the name of the undersigned or as
otherwise indicated below.

     

    Attached
as Exhibit A is an investment representation letter addressed to the Company and
executed by the undersigned as required by Section 12 of the
Warrant.

     

    Please
issue certificates representing the shares of Stock purchased hereunder in the
names and in the denominations indicated on Exhibit A attached
hereto.

     

    Please
issue a new Warrant for the unexercised portion of the attached Warrant, if any,
in the name of the undersigned.

     

    Signature

     

    


     

    Name for Registration

     

    


     

    


     

    


     

    Mailing Address

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    To: Viral
Genetics, Inc.

     

    In
connection with the purchase by the undersigned of ________ shares of the Common
Stock (the "STOCK") of Viral Genetics, Inc., a Delaware corporation (the
"COMPANY"), upon exercise of that certain Common Stock Warrant dated as of
October ____, 2008, the undersigned hereby represents and warrants as
follows:

     

    The
shares of Stock to be received by the undersigned upon exercise of the Warrant
are being acquired for its own account, not as a nominee or agent, and not with
a view to resale or distribution of any part thereof, and the undersigned has no
present intention of selling, granting any participation in, or otherwise
distributing the same.  The undersigned further represents that it
does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to such person or to any third
person, with respect to the Stock.  The undersigned believes it has
received all the information it considers necessary or appropriate for deciding
whether to purchase the Stock.

     

    The
undersigned understands that the shares of Stock are characterized as
"restricted securities" under the federal securities laws inasmuch as they are
being acquired from the Company in transactions not involving a public offering
and that under such laws and applicable regulations such securities may be
resold without registration under the Securities Act of 1933, as amended (the
"ACT"), only in certain limited circumstances.  In this connection,
the undersigned represents that it is familiar with SEC Rule 144, as presently
in effect, and understands the resale limitations imposed thereby and by the
Act.

     

    Without
in any way limiting the representations set forth above, the undersigned agrees
not to make any disposition of all or any portion of the Stock unless and
until:

     

    There is
then in effect a registration statement under the Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement; or

     

    (i)           The
undersigned shall have notified the Company of the proposed disposition and
shall have furnished the Company with a detailed statement of the circumstances
surrounding the proposed disposition, and (ii) if requested, the undersigned
shall have furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company that such disposition will not require registration
of such shares under the Act.  The Company will not require an opinion
of counsel for sales made pursuant to Rule 144 except in unusual
circumstances.

     

    The
undersigned understands the instruments evidencing the Stock may bear the
following legend:

     

    THIS
CERTIFICATE AND THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

     

    Dated:

     

    Viral Genetics,
Inc.

     

    
      
        	 	By:	 	 
	 	 	 	 
	 	 	 	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    VIRAL
GENETICS, INC.

     

    COMMON
STOCK WARRANT

     

    THIS WARRANT AND THE SECURITIES
ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER
EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM
THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH
ACT.

     

    This certifies that, for good and
valuable consideration, receipt of which is hereby acknowledged, ______________
("Holder") is entitled to purchase, subject to the terms and conditions of this
Warrant, (the “Warrant”) Common Shares of Viral Genetics, Inc., a Delaware
Corporation (the "Company"). This Warrant entitles Holder to purchase up to
_______ fully paid and non-assessable shares of the Common Stock ("Common
Stock") of the Company, during the period commencing concurrent with the
execution by all parties of this Warrant Agreement (the “Effective Date”) and
ending on May 30, 2011 at 5:00 p.m. local time, Los Angeles, California, (the
"Expiration Date"), at which time this Warrant will expire and become void
unless earlier terminated as provided herein.  The shares of Common
Stock of the Company for which this Warrant is exercisable as adjusted from time
to time pursuant to the terms hereof, are hereinafter referred to as the
"Shares."

     

    1.           EXERCISE
PRICE. The purchase price for the shares shall be $0.282 per share. Such price
shall be subject to adjustment pursuant to the terms hereof (such prices, as
adjusted from time to time, is hereinafter referred to as the "Exercise
Price").

     

    2.           EXERCISE
AND PAYMENT.  At any time after the Effective Date, this Warrant may
be exercised, in whole or in part, from time to time by the Holder, during the
term hereof, by surrender of this Warrant and the Notice of Exercise annexed
hereto duly completed and executed by the Holder to the Company at the principal
executive offices of the Company, together with payment in the amount obtained
by multiplying the Exercise Price then in effect by the number of Shares thereby
purchased, as designated in the Notice of Exercise. Payment may be in cash or by
check payable to the order of the Company.

     

    3.           DELIVERY
OF STOCK CERTIFICATES.  Within a reasonable time after exercise, in
whole or in part, of this Warrant, the Company shall issue in the name of and
deliver to the Holder, a certificate or certificates for the number of fully
paid and nonassessable shares of Common Stock which the Holder shall have
requested in the Notice of Exercise. If this Warrant is exercised in part, the
Company shall deliver to the Holder a new Warrant for the unexercised portion of
this Warrant at the time of delivery of such stock certificate or
certificates.

     

    4.           NO
FRACTIONAL SHARES.  No fractional shares or scrip representing
fractional shares will be issued upon exercise of this Warrant.  If
upon any exercise of this Warrant a fraction of a share results, the Company
will pay the Holder the difference between the cash value of the fractional
share and the portion of the Exercise Price allocable to the fractional
share.

     

    5.           CHARGES,
TAXES AND EXPENSES.  The Holder shall pay all transfer taxes or other
incidental charges, if any, in connection with the transfer of the Shares
purchased pursuant to the exercise hereof from the Company to the
Holder.

     

    6.           LOSS,
THEFT, DESTRUCTION OR MUTILATION OF WARRANT.  Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to the Company,
and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will make and deliver a new Warrant of like tenor and dated as of such
cancellation, in lieu of this Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.           SATURDAYS,
SUNDAYS, HOLIDAYS, ETC.  If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall be
a Saturday or a Sunday or shall be a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding weekday which is not
a legal holiday.

     

    8.           ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF SHARES.  The number of and kind of
securities purchasable upon exercise of this Warrant and the Exercise Price
shall be subject to adjustment from time to time as follows:

     

    (a)           SUBDIVISIONS,
COMBINATIONS AND OTHER ISSUANCES.  If the Company shall at any time
after the date hereof but prior to the expiration of this Warrant subdivide its
outstanding securities as to which purchase rights under this Warrant exist, by
split-up or otherwise, or combine its outstanding securities as to which
purchase rights under this Warrant exist, the number of Shares as to which this
Warrant is exercisable as of the date of such subdivision, split-up or
combination shall forthwith be proportionately increased in the case of a
subdivision, or proportionately decreased in the case of a combination.
Appropriate adjustments shall also be made to the purchase price payable per
share, but the aggregate purchase price payable for the total number of Shares
purchasable under this Warrant as of such date shall remain the
same.

     

    (b)           STOCK
DIVIDEND.  If at any time after the date hereof the Company declares a
dividend or other distribution on Common Stock payable in Common Stock or other
securities or rights convertible into Common Stock ("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 exercise or conversion thereof), then the number of
shares of Common Stock for which this Warrant may be exercised shall be
increased as of the record date (or the date of such dividend distribution if no
record date is set) for determining which holders of Common Stock shall be
entitled to receive such dividend, in proportion to the increase in the number
of outstanding shares (and shares of Common Stock issuable upon conversion of
all such securities convertible into Common Stock) of Common Stock as a result
of such dividend, and the Exercise Price shall be adjusted so that the aggregate
amount payable for the purchase of all the Shares issuable hereunder immediately
after the record date (or on the date of such distribution, if applicable), for
such dividend shall equal the aggregate amount so payable immediately before
such record date (or on the date of such distribution, if
applicable).

     

    (c)           OTHER
DISTRIBUTIONS.  If at any time after the date hereof the Company
distributes to holders of its Common Stock, other than as part of its
dissolution or liquidation or the winding up of its affairs, any shares of its
capital stock, any evidence of indebtedness or any of its assets (other than
cash, Common Stock or securities convertible into Common Stock), then the
Company may, at its option, either (i) decrease the per share Exercise Price of
this Warrant by an appropriate amount based upon the value distributed on each
share of Common Stock as determined in good faith by the Company's Board of
Directors or (ii) provide by resolution of the Company's Board of Directors that
on exercise of this Warrant, the Holder hereof shall thereafter be entitled to
receive, in addition to the shares of Common Stock otherwise receivable on
exercise hereof, the number of shares or other securities or property which
would have been received had this Warrant at the time been
exercised.

     

    (d)           MERGER.  If
at any time after the date hereof there shall be a merger or consolidation of
the Company with or into another corporation when the Company is not the
surviving corporation then the Holder shall thereafter be entitled to receive
upon exercise of this Warrant, during the period specified herein and upon
payment of the aggregate Exercise Price then in effect, the number of shares or
other securities or property of the successor corporation resulting from such
merger or consolidation, which would have been received by Holder for the shares
of stock subject to this Warrant had this Warrant at such time been
exercised.

     

    (e)           RECLASSIFICATION,
ETC.  If at any time after the date hereof there shall be a change or
reclassification of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities of any other
class or classes, then the Holder shall thereafter be entitled to receive upon
exercise of this Warrant, during the period specified herein and upon payment of
the Exercise Price then in effect, the number of shares or other securities or
property resulting from such change or reclassification, which would have been
received by Holder for the shares of stock subject to this Warrant had this
Warrant at such time been exercised.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.           NOTICE
OF ADJUSTMENTS; NOTICES.  Whenever the Exercise Price or number of
Shares purchasable hereunder shall be adjusted pursuant to Section 8 hereof, the
Company shall execute and deliver to the Holder a certificate setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and the Exercise
Price and number of shares purchasable hereunder after giving effect to such
adjustment, and shall cause a copy of such certificate to be mailed (by first
class mail, postage prepaid) to the Holder.

     

    10.           RIGHTS
AS SHAREHOLDER.  Prior to exercise of this Warrant, the Holder shall
not be entitled to any rights as a shareholder of the Company with respect to
the Shares, including (without limitation) the right to vote such Shares,
receive dividends or other distributions thereon, or be notified of shareholder
meetings, and the Holder shall not be entitled to any notice or other
communication concerning the business or affairs of the Company. However, 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 each Holder of this Warrant, at least ten (10) days prior
to the date specified therein, 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.

     

    11.           RESTRICTED
SECURITIES.  The Holder understands that this Warrant and the Shares
purchasable hereunder constitute "restricted securities" under the federal
securities laws inasmuch as they are, or will be, acquired from the Company in
transactions not involving a public offering and accordingly may not, under such
laws and applicable regulations, be resold or transferred without registration
under the Securities Act of 1933, as amended (the "1933 Act") or an applicable
exemption from such registration. In this connection, the Holder acknowledges
that Rule 144 of the Securities and Exchange Commission (the "SEC") is not now,
and may not in the future be, available for resales of the Warrant and the
Shares purchasable hereunder. Unless the Shares are subsequently registered
pursuant to Section 14, the Holder further acknowledges that the securities
legend on Exhibit A to the Notice of Exercise attached hereto shall be placed on
any Shares issued to the Holder upon exercise of this Warrant.

     

    12.           CERTIFICATION
OF INVESTMENT PURPOSE.  Unless a current registration statement under
the 1933 Act shall be in effect with respect to the securities to be issued upon
exercise of this Warrant, the Holder covenants and agrees that, at the time of
exercise hereof, it will deliver to the Company a written certification executed
by the Holder that the securities acquired by him upon exercise hereof are for
the account of such Holder and acquired for investment purposes only and that
such securities are not acquired with a view to, or for sale in connection with,
any distribution thereof.

     

    13.           DISPOSITION
OF SHARES.  Holder hereby agrees not to make any disposition of any
Shares purchased hereunder unless and until:

     

    (a)           Holder
shall have notified the Company of the proposed disposition and provided a
written summary of the terms and conditions of the proposed
disposition;

     

    (b)           Holder
shall have complied with all requirements of this Warrant applicable to the
disposition of the Shares; and

     

    (c)           Holder
shall have provided the Company with written assurances, in form and substance
satisfactory to legal counsel of the Company, that (i) the proposed disposition
does not require registration of the Shares under the 1933 Act or (ii) all
appropriate action necessary for compliance with the registration requirements
of the 1933 Act or of any exemption from registration available under the 1933
Act has been taken.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
Company shall NOT be required (i) to transfer on its books any Shares which have
been sold or transferred in violation of the provisions of this Section 13, or
(ii) to treat as the owner of the Shares, or otherwise to accord voting or
dividend rights to, any transferee to whom the Shares have been transferred in
contravention of the terms of this Warrant.

     

    14.           TRANSFERABILITY.

     

    (a)           GENERAL.  This
Warrant shall be transferable only on the books of the Company maintained at its
principal office in San Marino, California or wherever its principal office may
then be located, upon delivery thereof duly endorsed by the Holder or by its
duly authorized attorney or representative, accompanied by proper evidence of
succession, assignment or authority to transfer. Upon any registration of
transfer, the Company shall execute and deliver new Warrants to the person
entitled thereto.

     

    (b)           LIMITATIONS
ON TRANSFER.  This Warrant shall not be sold, transferred, assigned or
hypothecated by the Holder without the company’s express written consent except
to; (i) one or more persons, each of whom on the date of transfer is an officer
of the Holder; (ii) a general partnership or general partnerships, the general
partners of which are the Holder and one or more persons, each of whom on the
date of transfer is an officer of the Holder; (iii) a successor to the Holder in
any merger or consolidation; (iv) a purchaser of all or substantially all of the
Holder's assets; or (v) any person receiving this Warrant from one or more of
the persons listed in this Section 14(b) at such person's or persons' death
pursuant to will, trust or the laws of intestate succession. This Warrant may be
divided or combined, upon request to the Company by the Holder, into a
certificate or certificates representing the right to purchase the same
aggregate number of Shares.

     

    (c)           Any
transfer made except in strict compliance with this Section 14, notwithstanding
the fact that such transfers maybe made to bona fide third party purchasers,
shall be null and void and shall not be recognized by the Company.

     

    15.           MISCELLANEOUS.

     

    (a)           CONSTRUCTION.  Unless
the context indicates otherwise, the term "Holder" shall include any transferee
or transferees of this Warrant pursuant to Section 14(b), and the term "Warrant"
shall include any and all warrants outstanding pursuant to this Agreement,
including those evidenced by a certificate or certificates issued upon division,
exchange, substitution or transfer pursuant to Section 14(b).

     

    (b)           RESTRICTIONS.  By
receipt of this Warrant, the Holder makes the same representations with respect
to the acquisition of this Warrant as the Holder is required to make upon the
exercise of this Warrant and acquisition of the Shares purchasable hereunder as
set forth in the Form of Investment Letter attached as Exhibit A to the Notice
of Exercise attached hereto.

     

    (c)           NOTICES.  Unless
otherwise provided, any notice required or permitted under this Warrant shall be
given in writing and shall be deemed effectively given upon personal delivery to
the party to be notified or three (3) days following deposit with the United
States Post Office, by registered or certified mail, postage prepaid and
addressed to the party to be notified (or one (1) day following timely deposit
with a reputable overnight courier with next day delivery instructions), or upon
confirmation of receipt by the sender of any notice by facsimile transmission,
at the address indicated below or at such other address as such party may
designate by ten (10) days' advance written notice to the other
parties.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    To Holder:

     

    


     

    With a
copy to:

     

    


     

    To the Company:

    Viral Genetics, Inc.

    2290 Huntington Drive

    Suite 100

    San Marino, CA 91108

    Attention: Haig Keledjian

     

    (d)           GOVERNING
LAW.  This Warrant shall be governed by and construed under the laws
of the State of California as applied to agreements among California residents
entered into and to be performed entirely within California.

     

    (e)           ENTIRE
AGREEMENT.  This Warrant, the exhibits and schedules hereto, and the
documents referred to herein, constitute the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof, and supersede
all prior and contemporaneous agreements and understandings, whether oral or
written, between the parties hereto with respect to the subject matter
hereof.

     

    (f)           BINDING
EFFECT.  This Warrant and the various rights and obligations arising
hereunder shall inure to the benefit of and be binding upon the Company and its
successors and assigns, and Holder and its successors and assigns.

     

    (g)           WAIVER;
CONSENT.  This Warrant may not be changed, amended, terminated,
augmented, rescinded or discharged (other than by performance), in whole or in
part, except by a writing executed by the parties hereto, and no waiver of any
of the provisions or conditions of this Warrant or any of the rights of a party
hereto shall be effective or binding unless such waiver shall be in writing and
signed by the party claimed to have given or consented thereto.

     

    (h)           SEVERABILITY.  If
one or more provisions of this Warrant are held to be unenforceable under
applicable law, such provision shall be excluded from this Warrant and the
balance of the Warrant shall be interpreted as if such provision were so
excluded and the balance shall be enforceable in accordance with its
terms.

     

    Executed
this _____ day of October, 2008.

    
       

      
        
          
            
              
                
                  
                    
                      	 	THE
      COMPANY:	 
	 	 	 
	 	Viral
      Genetics, Inc.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 


                    

                  

                

              

            

          

        

      

       

      
         

        
          
            
              
                
                  
                    	 	HOLDER:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 	 
	 	 	[typed
      or printed name]	 
	 	 	 	 


                  

                

              

            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    NOTICE
OF EXERCISE

     

    To:  Viral
Genetics, Inc.

     

    The
undersigned hereby elects to purchase _____________ shares of Common Stock
("STOCK") of Viral Genetics, Inc., a Delaware corporation (the "COMPANY")
pursuant to the terms of the attached Warrant, and tenders herewith payment of
the purchase price pursuant to the terms of the Warrant.

     

    Attached
as Exhibit A is an investment representation letter addressed to the Company and
executed by the undersigned as required by Section 12 of the
Warrant.

     

    Please
issue certificates representing the shares of Stock purchased hereunder in the
names and in the denominations indicated on Exhibit A attached
hereto.

     

    Please
issue a new Warrant for the unexercised portion of the attached Warrant, if any,
in the name of the undersigned.

     

    


     

    Dated:

     

    


     

    Name:

     

    


     

    Title:

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    To: Viral
Genetics, Inc.

     

    In
connection with the purchase by the undersigned of ________ shares of the Common
Stock (the "STOCK") of Viral Genetics, Inc., a Delaware corporation (the
"COMPANY"), upon exercise of that certain Common Stock Warrant dated as of
October ____, 2008, the undersigned hereby represents and warrants as
follows:

     

    The
shares of Stock to be received by the undersigned upon exercise of the Warrant
are being acquired for its own account, not as a nominee or agent, and not with
a view to resale or distribution of any part thereof, and the undersigned has no
present intention of selling, granting any participation in, or otherwise
distributing the same.  The undersigned further represents that it
does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to such person or to any third
person, with respect to the Stock.  The undersigned believes it has
received all the information it considers necessary or appropriate for deciding
whether to purchase the Stock.

     

    The
undersigned understands that the shares of Stock are characterized as
"restricted securities" under the federal securities laws inasmuch as they are
being acquired from the Company in transactions not involving a public offering
and that under such laws and applicable regulations such securities may be
resold without registration under the Securities Act of 1933, as amended (the
"ACT"), only in certain limited circumstances.  In this connection,
the undersigned represents that it is familiar with SEC Rule 144, as presently
in effect, and understands the resale limitations imposed thereby and by the
Act.

     

    Without
in any way limiting the representations set forth above, the undersigned agrees
not to make any disposition of all or any portion of the Stock unless and
until:

     

    There is
then in effect a registration statement under the Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement; or

     

    (i)           The
undersigned shall have notified the Company of the proposed disposition and
shall have furnished the Company with a detailed statement of the circumstances
surrounding the proposed disposition, and (ii) if requested, the undersigned
shall have furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company that such disposition will not require registration
of such shares under the Act.  The Company will not require an opinion
of counsel for sales made pursuant to Rule 144 except in unusual
circumstances.

     

    The
undersigned understands the instruments evidencing the Stock may bear the
following legend:

     

    THIS
CERTIFICATE AND THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

     

    Dated:

     

    Viral Genetics,
Inc.

     

    
      
        
          	 	By:	 	 
	 	 	 	 
	 	 	 	 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    VIRAL
GENETICS, INC.

     

    COMMON
STOCK WARRANT

     

    THIS WARRANT AND THE SECURITIES
ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER
EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM
THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH
ACT.

     

    This certifies that, for good and
valuable consideration, receipt of which is hereby acknowledged, ______________
("Holder") is entitled to purchase, subject to the terms and conditions of this
Warrant, (the “Warrant”) Common Shares of Viral Genetics, Inc., a Delaware
Corporation (the "Company"). This Warrant entitles Holder to purchase up to
_______ fully paid and non-assessable shares of the Common Stock ("Common
Stock") of the Company, during the period commencing concurrent with the
execution by all parties of this Warrant Agreement (the “Effective Date”) and
ending on February 28, 2010, at 5:00 p.m. local time, Los Angeles, California,
(the "Expiration Date"), at which time this Warrant will expire and become void
unless earlier terminated as provided herein.  The shares of Common
Stock of the Company for which this Warrant is exercisable as adjusted from time
to time pursuant to the terms hereof, are hereinafter referred to as the
"Shares."

     

    1.           EXERCISE
PRICE. The purchase price for the shares shall be $0.267 per share. Such price
shall be subject to adjustment pursuant to the terms hereof (such prices, as
adjusted from time to time, is hereinafter referred to as the "Exercise
Price").

     

    2.           EXERCISE
AND PAYMENT.  At any time after the Effective Date, this Warrant may
be exercised, in whole or in part, from time to time by the Holder, during the
term hereof, by surrender of this Warrant and the Notice of Exercise annexed
hereto duly completed and executed by the Holder to the Company at the principal
executive offices of the Company, together with payment in the amount obtained
by multiplying the Exercise Price then in effect by the number of Shares thereby
purchased, as designated in the Notice of Exercise. Payment may be in cash or by
check payable to the order of the Company.

     

    3.           DELIVERY
OF STOCK CERTIFICATES.  Within a reasonable time after exercise, in
whole or in part, of this Warrant, the Company shall issue in the name of and
deliver to the Holder, a certificate or certificates for the number of fully
paid and nonassessable shares of Common Stock which the Holder shall have
requested in the Notice of Exercise. If this Warrant is exercised in part, the
Company shall deliver to the Holder a new Warrant for the unexercised portion of
this Warrant at the time of delivery of such stock certificate or
certificates.

     

    4.           NO
FRACTIONAL SHARES.  No fractional shares or scrip representing
fractional shares will be issued upon exercise of this Warrant.  If
upon any exercise of this Warrant a fraction of a share results, the Company
will pay the Holder the difference between the cash value of the fractional
share and the portion of the Exercise Price allocable to the fractional
share.

     

    5.           CHARGES,
TAXES AND EXPENSES.  The Holder shall pay all transfer taxes or other
incidental charges, if any, in connection with the transfer of the Shares
purchased pursuant to the exercise hereof from the Company to the
Holder.

     

    6.           LOSS,
THEFT, DESTRUCTION OR MUTILATION OF WARRANT.  Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to the Company,
and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will make and deliver a new Warrant of like tenor and dated as of such
cancellation, in lieu of this Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.           SATURDAYS,
SUNDAYS, HOLIDAYS, ETC.  If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall be
a Saturday or a Sunday or shall be a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding weekday which is not
a legal holiday.

     

    8.           ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF SHARES.  The number of and kind of
securities purchasable upon exercise of this Warrant and the Exercise Price
shall be subject to adjustment from time to time as follows:

     

    (a)           SUBDIVISIONS,
COMBINATIONS AND OTHER ISSUANCES.  If the Company shall at any time
after the date hereof but prior to the expiration of this Warrant subdivide its
outstanding securities as to which purchase rights under this Warrant exist, by
split-up or otherwise, or combine its outstanding securities as to which
purchase rights under this Warrant exist, the number of Shares as to which this
Warrant is exercisable as of the date of such subdivision, split-up or
combination shall forthwith be proportionately increased in the case of a
subdivision, or proportionately decreased in the case of a combination.
Appropriate adjustments shall also be made to the purchase price payable per
share, but the aggregate purchase price payable for the total number of Shares
purchasable under this Warrant as of such date shall remain the
same.

     

    (b)           STOCK
DIVIDEND.  If at any time after the date hereof the Company declares a
dividend or other distribution on Common Stock payable in Common Stock or other
securities or rights convertible into Common Stock ("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 exercise or conversion thereof), then the number of
shares of Common Stock for which this Warrant may be exercised shall be
increased as of the record date (or the date of such dividend distribution if no
record date is set) for determining which holders of Common Stock shall be
entitled to receive such dividend, in proportion to the increase in the number
of outstanding shares (and shares of Common Stock issuable upon conversion of
all such securities convertible into Common Stock) of Common Stock as a result
of such dividend, and the Exercise Price shall be adjusted so that the aggregate
amount payable for the purchase of all the Shares issuable hereunder immediately
after the record date (or on the date of such distribution, if applicable), for
such dividend shall equal the aggregate amount so payable immediately before
such record date (or on the date of such distribution, if
applicable).

     

    (c)           OTHER
DISTRIBUTIONS.  If at any time after the date hereof the Company
distributes to holders of its Common Stock, other than as part of its
dissolution or liquidation or the winding up of its affairs, any shares of its
capital stock, any evidence of indebtedness or any of its assets (other than
cash, Common Stock or securities convertible into Common Stock), then the
Company may, at its option, either (i) decrease the per share Exercise Price of
this Warrant by an appropriate amount based upon the value distributed on each
share of Common Stock as determined in good faith by the Company's Board of
Directors or (ii) provide by resolution of the Company's Board of Directors that
on exercise of this Warrant, the Holder hereof shall thereafter be entitled to
receive, in addition to the shares of Common Stock otherwise receivable on
exercise hereof, the number of shares or other securities or property which
would have been received had this Warrant at the time been
exercised.

     

    (d)           MERGER.  If
at any time after the date hereof there shall be a merger or consolidation of
the Company with or into another corporation when the Company is not the
surviving corporation then the Holder shall thereafter be entitled to receive
upon exercise of this Warrant, during the period specified herein and upon
payment of the aggregate Exercise Price then in effect, the number of shares or
other securities or property of the successor corporation resulting from such
merger or consolidation, which would have been received by Holder for the shares
of stock subject to this Warrant had this Warrant at such time been
exercised.

     

    (e)           RECLASSIFICATION,
ETC.  If at any time after the date hereof there shall be a change or
reclassification of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities of any other
class or classes, then the Holder shall thereafter be entitled to receive upon
exercise of this Warrant, during the period specified herein and upon payment of
the Exercise Price then in effect, the number of shares or other securities or
property resulting from such change or reclassification, which would have been
received by Holder for the shares of stock subject to this Warrant had this
Warrant at such time been exercised.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.           NOTICE
OF ADJUSTMENTS; NOTICES.  Whenever the Exercise Price or number of
Shares purchasable hereunder shall be adjusted pursuant to Section 8 hereof, the
Company shall execute and deliver to the Holder a certificate setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and the Exercise
Price and number of shares purchasable hereunder after giving effect to such
adjustment, and shall cause a copy of such certificate to be mailed (by first
class mail, postage prepaid) to the Holder.

     

    10.           RIGHTS
AS SHAREHOLDER.  Prior to exercise of this Warrant, the Holder shall
not be entitled to any rights as a shareholder of the Company with respect to
the Shares, including (without limitation) the right to vote such Shares,
receive dividends or other distributions thereon, or be notified of shareholder
meetings, and the Holder shall not be entitled to any notice or other
communication concerning the business or affairs of the Company. However, 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 each Holder of this Warrant, at least ten (10) days prior
to the date specified therein, 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.

     

    11.           RESTRICTED
SECURITIES.  The Holder understands that this Warrant and the Shares
purchasable hereunder constitute "restricted securities" under the federal
securities laws inasmuch as they are, or will be, acquired from the Company in
transactions not involving a public offering and accordingly may not, under such
laws and applicable regulations, be resold or transferred without registration
under the Securities Act of 1933, as amended (the "1933 Act") or an applicable
exemption from such registration. In this connection, the Holder acknowledges
that Rule 144 of the Securities and Exchange Commission (the "SEC") is not now,
and may not in the future be, available for resales of the Warrant and the
Shares purchasable hereunder. Unless the Shares are subsequently registered
pursuant to Section 14, the Holder further acknowledges that the securities
legend on Exhibit A to the Notice of Exercise attached hereto shall be placed on
any Shares issued to the Holder upon exercise of this Warrant.

     

    12.           CERTIFICATION
OF INVESTMENT PURPOSE.  Unless a current registration statement under
the 1933 Act shall be in effect with respect to the securities to be issued upon
exercise of this Warrant, the Holder covenants and agrees that, at the time of
exercise hereof, it will deliver to the Company a written certification executed
by the Holder that the securities acquired by him upon exercise hereof are for
the account of such Holder and acquired for investment purposes only and that
such securities are not acquired with a view to, or for sale in connection with,
any distribution thereof.

     

    13.           DISPOSITION
OF SHARES.  Holder hereby agrees not to make any disposition of any
Shares purchased hereunder unless and until:

     

    (a)           Holder
shall have notified the Company of the proposed disposition and provided a
written summary of the terms and conditions of the proposed
disposition;

     

    (b)           Holder
shall have complied with all requirements of this Warrant applicable to the
disposition of the Shares; and

     

    (c)           Holder
shall have provided the Company with written assurances, in form and substance
satisfactory to legal counsel of the Company, that (i) the proposed disposition
does not require registration of the Shares under the 1933 Act or (ii) all
appropriate action necessary for compliance with the registration requirements
of the 1933 Act or of any exemption from registration available under the 1933
Act has been taken.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
Company shall NOT be required (i) to transfer on its books any Shares which have
been sold or transferred in violation of the provisions of this Section 13, or
(ii) to treat as the owner of the Shares, or otherwise to accord voting or
dividend rights to, any transferee to whom the Shares have been transferred in
contravention of the terms of this Warrant.

     

    14.           TRANSFERABILITY.

     

    (a)           GENERAL.  This
Warrant shall be transferable only on the books of the Company maintained at its
principal office in San Marino, California or wherever its principal office may
then be located, upon delivery thereof duly endorsed by the Holder or by its
duly authorized attorney or representative, accompanied by proper evidence of
succession, assignment or authority to transfer. Upon any registration of
transfer, the Company shall execute and deliver new Warrants to the person
entitled thereto.

     

    (b)           LIMITATIONS
ON TRANSFER.  This Warrant shall not be sold, transferred, assigned or
hypothecated by the Holder without the company’s express written consent except
to; (i) one or more persons, each of whom on the date of transfer is an officer
of the Holder; (ii) a general partnership or general partnerships, the general
partners of which are the Holder and one or more persons, each of whom on the
date of transfer is an officer of the Holder; (iii) a successor to the Holder in
any merger or consolidation; (iv) a purchaser of all or substantially all of the
Holder's assets; or (v) any person receiving this Warrant from one or more of
the persons listed in this Section 14(b) at such person's or persons' death
pursuant to will, trust or the laws of intestate succession. This Warrant may be
divided or combined, upon request to the Company by the Holder, into a
certificate or certificates representing the right to purchase the same
aggregate number of Shares.

     

    (c)           Any
transfer made except in strict compliance with this Section 14, notwithstanding
the fact that such transfers maybe made to bona fide third party purchasers,
shall be null and void and shall not be recognized by the Company.

     

    15.           MISCELLANEOUS.

     

    (a)           CONSTRUCTION.  Unless
the context indicates otherwise, the term "Holder" shall include any transferee
or transferees of this Warrant pursuant to Section 14(b), and the term "Warrant"
shall include any and all warrants outstanding pursuant to this Agreement,
including those evidenced by a certificate or certificates issued upon division,
exchange, substitution or transfer pursuant to Section 14(b).

     

    (b)           RESTRICTIONS.  By
receipt of this Warrant, the Holder makes the same representations with respect
to the acquisition of this Warrant as the Holder is required to make upon the
exercise of this Warrant and acquisition of the Shares purchasable hereunder as
set forth in the Form of Investment Letter attached as Exhibit A to the Notice
of Exercise attached hereto.

     

    (c)           NOTICES.  Unless
otherwise provided, any notice required or permitted under this Warrant shall be
given in writing and shall be deemed effectively given upon personal delivery to
the party to be notified or three (3) days following deposit with the United
States Post Office, by registered or certified mail, postage prepaid and
addressed to the party to be notified (or one (1) day following timely deposit
with a reputable overnight courier with next day delivery instructions), or upon
confirmation of receipt by the sender of any notice by facsimile transmission,
at the address indicated below or at such other address as such party may
designate by ten (10) days' advance written notice to the other
parties.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    To Holder:

     

    


     

    


     

    


     

    With a
copy to:

     

    


     

    To the Company:

    Viral Genetics, Inc.

    2290 Huntington Drive

    Suite 100

    San Marino, CA 91108

    Attention: Haig Keledjian

     

    (d)           GOVERNING
LAW.  This Warrant shall be governed by and construed under the laws
of the State of California as applied to agreements among California residents
entered into and to be performed entirely within California.

     

    (e)           ENTIRE
AGREEMENT.  This Warrant, the exhibits and schedules hereto, and the
documents referred to herein, constitute the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof, and supersede
all prior and contemporaneous agreements and understandings, whether oral or
written, between the parties hereto with respect to the subject matter
hereof.

     

    (f)           BINDING
EFFECT.  This Warrant and the various rights and obligations arising
hereunder shall inure to the benefit of and be binding upon the Company and its
successors and assigns, and Holder and its successors and assigns.

     

    (g)           WAIVER;
CONSENT.  This Warrant may not be changed, amended, terminated,
augmented, rescinded or discharged (other than by performance), in whole or in
part, except by a writing executed by the parties hereto, and no waiver of any
of the provisions or conditions of this Warrant or any of the rights of a party
hereto shall be effective or binding unless such waiver shall be in writing and
signed by the party claimed to have given or consented thereto.

     

    (h)           SEVERABILITY.  If
one or more provisions of this Warrant are held to be unenforceable under
applicable law, such provision shall be excluded from this Warrant and the
balance of the Warrant shall be interpreted as if such provision were so
excluded and the balance shall be enforceable in accordance with its
terms.

     

    Executed
this _____ day of October, 2008.

     

    
      
        
          
            
              
                
                  
                    
                      	 	THE
      COMPANY:	 
	 	 	 
	 	Viral
      Genetics, Inc.	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 


                    

                  

                

              

            

          

        

      

       

      
         

        
          
            
              
                
                  
                    	 	HOLDER:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 	 
	 	 	[typed
      or printed name]	 
	 	 	 	 


                  

                

              

            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    NOTICE
OF EXERCISE

     

    To:  Viral
Genetics, Inc.

     

    The
undersigned hereby elects to purchase _____________ shares of Common Stock
("STOCK") of Viral Genetics, Inc., a Delaware corporation (the "COMPANY")
pursuant to the terms of the attached Warrant, and tenders herewith payment of
the purchase price pursuant to the terms of the Warrant.

     

    Attached
as Exhibit A is an investment representation letter addressed to the Company and
executed by the undersigned as required by Section 12 of the
Warrant.

     

    Please
issue certificates representing the shares of Stock purchased hereunder in the
names and in the denominations indicated on Exhibit A attached
hereto.

     

    Please
issue a new Warrant for the unexercised portion of the attached Warrant, if any,
in the name of the undersigned.

     

    


     

    Dated:

     

    


     

    Name:

     

    


     

    Title:

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    To: Viral
Genetics, Inc.

     

    In
connection with the purchase by the undersigned of ________ shares of the Common
Stock (the "STOCK") of Viral Genetics, Inc., a Delaware corporation (the
"COMPANY"), upon exercise of that certain Common Stock Warrant dated as of
October ____, 2008, the undersigned hereby represents and warrants as
follows:

     

    The
shares of Stock to be received by the undersigned upon exercise of the Warrant
are being acquired for its own account, not as a nominee or agent, and not with
a view to resale or distribution of any part thereof, and the undersigned has no
present intention of selling, granting any participation in, or otherwise
distributing the same.  The undersigned further represents that it
does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to such person or to any third
person, with respect to the Stock.  The undersigned believes it has
received all the information it considers necessary or appropriate for deciding
whether to purchase the Stock.

     

    The
undersigned understands that the shares of Stock are characterized as
"restricted securities" under the federal securities laws inasmuch as they are
being acquired from the Company in transactions not involving a public offering
and that under such laws and applicable regulations such securities may be
resold without registration under the Securities Act of 1933, as amended (the
"ACT"), only in certain limited circumstances.  In this connection,
the undersigned represents that it is familiar with SEC Rule 144, as presently
in effect, and understands the resale limitations imposed thereby and by the
Act.

     

    Without
in any way limiting the representations set forth above, the undersigned agrees
not to make any disposition of all or any portion of the Stock unless and
until:

     

    There is
then in effect a registration statement under the Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement; or

     

    (i)           The
undersigned shall have notified the Company of the proposed disposition and
shall have furnished the Company with a detailed statement of the circumstances
surrounding the proposed disposition, and (ii) if requested, the undersigned
shall have furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company that such disposition will not require registration
of such shares under the Act.  The Company will not require an opinion
of counsel for sales made pursuant to Rule 144 except in unusual
circumstances.

     

    The
undersigned understands the instruments evidencing the Stock may bear the
following legend:

     

    THIS CERTIFICATE AND THE SHARES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

     

    Dated:

     

    Viral Genetics,
Inc.

    
       

      
        
          	 	By: