Exhibit 10.77


 





Agreement 


 


Agreement dated as of March 25, 2011 (this
"Agreement"), by and between Wonderland Capital Corp. ("Wonderland"), and DMBM, Inc. ("DMBM"). Each
of Wonderland and DMBM is also herein sometimes referred to as a "Party" and collectively as the "Parties".


 


Whereas, Wonderland had the opportunity to
make loans to Viral Genetics, Inc., a Delaware corporation ("VGI"), on the terms negotiated in a letter agreement dated
March 25 and agreed upon by Wonderland and VGI, and


 


Whereas, pursuant to an arrangement and agreement
between DMBM and Wonderland, DMBM made the loans to VGI on the terms and provisions embodied in the agreement and for the consideration
specified in the Agreement; and


 


Whereas, in consideration of the loans by DMBM
to VGI, Wonderland is hereby transferring to DMBM, all of Wonderland's right and title in the letter Agreement (as hereinafter
defined).


 


Now, therefore, in consideration of these premises
and other good and valuable consideration, the receipt and legal adequacy of which is hereby acknowledged, the Parties agree as
follows:


 


1.Wonderland hereby transfers and assigns
to DMBM all of Wonderland's right and title and DMBM hereby agrees to acquire the agreement, free and clear of Liens and under
the same terms negotiated.


 


2.In consideration of the sale of the Agreement
to DMBM, DMBM agrees that Wonderland will not be required to repay the loans made by DMBM to VGI and Wonderland shall be released
therefrom and all profits from the sale of VGI's common stock upon the conversion of the Note shall belong to DMBM.


 


3.DMBM hereby represents and warrants to
Wonderland as follows:


 


(a)DMBM is an "accredited investor"
as that term is defined in Regulation D under the Securities Act of 1933, as amended;


 


(b)DMBM is capable of bearing the economic
risks investing VGI and a loss of its investment in the Debenture;


 


(c)Wonderland has not made any representation
or warranties to DMBM regarding the business, operations, prospects or condition (financial and otherwise) of VGI; and


 






    	 



    	 



    




(d)Subject to the Agreement, DMBM is acquiring
the Note for its own account, for investment purposes, without any intention to distribute the Note, subject to the right of DMBM
to from time to time convert all of a portion of the Note into VGI's common stock in accordance with the terms and provisions of
the Note; and


 


(e)DMBM has made its own independence analysis
about investing acquiring the Letter agreement and Note.


 


4.This Agreement shall be governed by and
shall be construed or enforced in accordance with the laws of the State of New York, without regard to the choice of law rules,
or conflicts of principles of such laws, which would permit or result in the application of the laws of another jurisdiction. This
Agreement shall not be interpreted or construed with any presumption against USRN, by virtue of USRN being the party that caused
this Agreement to be drafted. The Parties hereby consent to the exclusive jurisdiction of the Federal District Court for the Southern
District of New York and courts of the State of New York located in New York County with respect to any claim, action, suit or
other proceeding arising out of or relating to this Agreement and do hereby unconditionally and irrevocably waive any right not
to contest venue in said courts or to claim that said courts constitute an inconvenient forum. The Parties also unconditionally
and irrevocably waive any right that such party may have to a trial by a jury in any such action, suit or other proceeding. The
prevailing Party in any action, suit or proceeding with respect to this Agreement shall be reimbursed for its actual out-of-pocket
costs and expenses incurred in connection therewith, including any appeal therefrom (including, without limitation, the reasonable
fees and expenses of attorneys and other experts and court costs).


 


5.This Agreement may not be assigned by
any Party without the prior written consent of the other Party; other than to a successor in intention (by merger, consolidation
or otherwise). This Agreement shall be binding upon and inure to the benefit of Parties hereto.


 


6.This Agreement sets forth the entire
understanding and agreement between the Parties with respect to the subject matter hereof and it supersedes all prior and/or contemporaneous
understandings and agreements, whether written or oral, with respect to such subject matter, all of which are merged herein. This
Agreement may not be modified, released, waived or amended, in whole or in part, except by a written instrument, executed by the
Parties. Any waiver given with respect to this Agreement shall be limited to the instance and purpose for which it is given. No
course of dealing between the Parties shall constitute a waiver of this Agreement.


 






    	 



    	 



    

 


7.The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning, construction or interpretation of this
Agreement. References to pronouns in the masculine, feminine or neuter genders shall be deemed to be references to the other.
References to the singular shall include the plural and vice versa. This Agreement may be executed in two (2)
counterparts, each of which, when executed, shall be deemed to be an original, and all of which, when taken together, shall
constitute one and the same document. A facsimile or pdf version of this Agreement as executed by a Party shall constitute a
legal and valid counterpart of this Agreement and be deemed to set forth a legal and valid signature of the person executing
this Agreement on behalf of one of the Parties.




 


 





IN WITNESS WHEREOF, each of the Parties has
executed this Agreement as of the day and year above first written.




 


 





	 	Wonderland Capital Corp.
	 	 
	 	By: /s/ Hugh Austin
	 	Hugh Austin
	 	 
	 	 
	 	DMBM, INC.
	 	 
	 	By: /s/ Damon R. Devitt
	 	Name: Damon R Devitt
	 	Title: President DMBM Inc.