THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNLESS
AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT").


 


CONVERTIBLE DEBENTURE


 


	$52500	As of February 1, 2012




 


For value received, Viral Genetics, Inc.,
a Delaware corporation (the "Company"), promises to pay to the order of Eric Rosenberg. (the "Holder"), the
principal sum of FIFTY THOUSAND AND TWO HUNDRED AND FIFTY AND NO CENTS (the "Principal"), representing FEES EARNED (each
a "Loan") to pay interest on the outstanding principal amount of this Convertible Debenture (this "Debenture")
as provided herein.


 


1.Definitions. The following terms shall
have the definitions set forth in this Section 1:


 


		(a)	"Business Day" means any day on which banks are open for business in both the State of California and the State of
New York.
	 	 	 



		(b)	"Common Stock" means the Company's common stock, par value $0.0001 per Share.
	 	 	 
	 	(c)	“Conversion Price" shall be $0.01 per share; provided that the Conversion Note
                           will be lowered to the                              lowest                            price per share that the Company issues
                           Shares of Common Stock while any of the                            indebtedness represented by this Debenture
                           is                            outstanding, but in no                            event less than $0.005 per Share.



 





		(d)	"Shares" means shares of Common Stock.



 


		(e)	"Trading Day" means a calendar day on which the Shares are quoted for trading on the Trading Market.



 


		(f)	"Trading Market" means the following markets or exchanges on which the Shares are listed
or quoted for trading on the date in question: The Over The Counter Bulletin Board, the PinkSheets, the Nasdaq SmallCap Market,
the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, the Toronto Stock Exchange, the TSX Venture
Exchange, or any other securities exchange registered with the United States Securities and Exchange Commission.



 


2.Loans. Each
Loan made by the Holder to the Company evidenced by this Debenture, shall be set forth on Schedule A attached hereto. The
Holder is authorized by the Company to modify Schedule A from time to time to reflect the amount of any partial conversion of
this Debenture.


 






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3.Interest.
Interest on the outstanding Principal amount of this Debenture will accrue
at a rate equal to one percent (1%) per annum from the date of the making of each Loan as set forth on Schedule A. Interest will
be computed on the basis of a year of 12 months, each having 30 days, and will be paid on the Maturity Date and upon any permitted
prepayment of this Debenture.


 


4.Repayment.
The Company shall pay the Principal amount of this Debenture, together with all accrued and unpaid interest, to the Holder on July 1, 2012 (the "Maturity Date").


 


5.Payment.
All payments due under this Debenture shall be made in either the lawful money of the United States of America or in Shares as determined according to this Section 5, without set-off, deduction,
demand or notice.


 


		(a)	Form of Payment. Ten (10) days prior to the Maturity Date, the Company,
at its sole discretion, shall notify the Holder whether the payment due shall be made in cash or in Shares.



 


		(b)	Payment in Cash. All payments in cash shall be made to the Holder
by check or by wire transfer to such bank as the Holder may advise the Company in writing. The Company shall provide the Holder
with three (3) business days prior written notice of any cash payment of the amount outstanding under this Debenture.



 


		(c)	Payment in Shares. The number of Shares
                                                                                                                          issuable upon a payment being made in Shares shall be calculated by dividing the aggregate amount due on the Maturity
                                                                                                                          Date by the Conversion Price. No fractional Shares will be issued upon conversion of this Debenture or a payment by the
                                                                                                                          Company in Shares. In lieu of any fractional Share to which the Holder would otherwise be entitled upon a payment in Shares,
                                                                                                                          the Company will pay to the Holder in cash the amount of the unpaid or unconverted Principal and interest balance of this
                                                                                                                          Debenture that would otherwise be paid or converted into such fractional Share. Shares issued hereunder shall be transmitted
                                                                                                                          by the transfer agent of the Company to the Holder either by crediting the account of the Holder's designated broker with the
                                                                                                                          Depository Trust Company through its Deposit Withdrawal Agent Commission ("DWAC"), or, if so elected by Holder, by
                                                                                                                          physical delivery of certificates to Holder's address within five (5) Trading Days from the Due Date. If the Company fails
                                                                                                                          for any reason to deliver to the Holder the Shares by the requisite delivery date, the Company shall pay to the Holder, in
                                                                                                                          cash, as liquidated damages and not as a penalty, for each $1,000 of Shares not timely delivered, $5 per Trading Day
                                                                                                                          (increasing to $10 per Trading Day on the fifteenth (15) Trading Day after such liquidated damages begin to accrue) for each
                                                                                                                          Trading Day after such requisite delivery date until such Shares are delivered. In addition to any other rights available to
                                                                                                                          the Holder, if the Company fails to cause its transfer agent to deliver to the Holder the Shares on or before the
                                                                                                                          requisite delivery date, and if after such date the Holder is required by its broker to purchase (in an open market
                                                                                                                          transaction or otherwise), or the Holder's brokerage firm otherwise purchases, Shares to deliver
in satisfaction of a sale by the Holder of the Shares which the Holder anticipated receiving pursuant to this Debenture (a "Buy-In"),
then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage
commissions, if any) for the Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of Shares that
the Company was required to deliver to the Holder multiplied by (B) the price at which the sell order giving rise to such purchase
obligation was executed, and (2) deliver to the Holder the number of Shares that would have been issued had the Company timely
complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Shares having a total purchase
price of $11,000 to cover a Buy-In with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause
(1) of the immediately preceding sentence the Company shall be required to pay the Holder $ 1,000. The Holder shall provide the
Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company,
commercially reasonable evidence of the amount of such loss.



 






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	 	(d)	Adjustments. If the Company, at any time while this Debenture is outstanding subdivides outstanding Shares into a larger
number of shares or combines (including by way of reverse stock split) outstanding Shares into a smaller number of shares, then
the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of Shares outstanding immediately
before such event and of which the denominator shall be the number of Shares outstanding immediately after such event.




 


6.Prepayment.
This Debenture may not be prepaid by the Company without the prior written consent of the Holder.


 


7.Conversion.
All or any portion of the Principal amount of this Debenture, together will accrued interest thereon, may be converted at the
option of the Holder at any time and from time to time, in the minimum principal amount of $5,000 and integral multiples of $1,000
thereafter, upon not less than three (3) Business Days after the Company's receipt of the Conversion Notice (as hereinafter defined)
from the Holder and payment in full of the Conversion Price as then in effect. Each "Conversion Notice" shall mean a
written notice from the Holder informing the Company of the date of the conversion, the principal amount of this Debenture being
converted, the number of shares of Common Stock to be received upon conversion and confirming that the Conversion Price will be
paid in cash. The Conversion Price shall be paid by certified check or by wire transfer of immediately available funds to a bank
account designated by the Company in writing. Within three (3) Business Days after payment of the Conversion Price, the Company
will deliver a certificate for the shares of Common Stock issued upon conversion to the Holder, or at the Holder's request, to
a brokerage account for the benefit of Holder. The Company shall at all times reserve for issuance a number of shares of Common
Stock sufficient to satisfy the conversion feature of this Debenture. The number of shares of Common Stock issuable upon the conversion
of all or a portion of this Debenture shall be equal to the Principal amount of this Debenture being converted divided by the
Conversion Price. For purposes hereof, any partial conversion of this Debenture, each Loan shall be considered separate and distinct
indebtedness of the Company to the Holder for purposes of determining the holding period of each item of indebtedness represented
by the Loan. Notwithstanding anything set forth herein, in no event shall the Holder be entitled to convert this Debenture for
a number of shares of Common Stock in excess of that number of shares of Common Stock which, upon giving effect to such conversion,
would cause the aggregate number of shares of Common Stock beneficially owned by the Holder and its affiliates to exceed 9.99%
of the outstanding shares of the Common Stock following such conversion.


 






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8.Seniority.
The indebtedness represented by this Debenture is and shall be an obligation of the Company ranking senior in right of payment, liquidation and otherwise to any future indebtedness and other obligations
of the Company. The Company will not create any indebtedness that is senior in priority to the indebtedness represented by this
Debenture.


 


9.Default.
Any one of the following occurrences shall constitute an "Event of Default" under this Debenture:


 


(a)failure
of Company to pay any amount that it payable under this Debenture on the Due Date, provided that such failure is not cured within a grace period of ten (10) calendar days; or


 


(b)failure
to comply with or perform any other agreement or covenant of the Company contained herein, which failure does not otherwise constitute an Event of Default, provided that such failure has
not been cured within thirty (30) calendar days written notice by Holder to the Company; or


 


(c)there
shall occur any default or event of default, any similar event, any event that requires the prepayment of borrowed money
or permits the acceleration of the maturity thereof, or any event or condition that might become any of the foregoing
with notice or the passage of time or both, under  the terms of any evidence of indebtedness or other agreement
issued or assumed or entered into by the Company, or under the terms of any document or instrument under which any such
evidence of indebtedness or other agreement is issued, assumed, secured, or guaranteed, and such event shall continue beyond
any applicable notice, grace or cure period, provided that such condition shall not have been cured within thirty (30)
calendar days of notice by Holder; or


 


(d)the
Company shall fail to maintain its existence in good standing in its state of incorporation; provided that such condition shall not have been cured within thirty (30) calendar days of notice
by Holder; or


 


(e)a
judgment or settlement shall be entered or agreed to in any proceeding which would reasonably be expected to have a material
and adverse effect on the ability of the Company to repay this Debenture; or any garnishment, summons, writ of
attachment, citation, levy or the like is issued against or served upon Holder for the attachment of any property of the
Company in Holder's possession or control, provided that such condition shall not have been cured within thirty (30) calendar
days of notice by Holder of such condition; or


 






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(f)any
Share issued pursuant to this Debenture shall not be duly authorized, validly issued, fully paid or nonassessable, provided that
such condition shall not have been cured within ninety (90) calendar days of notice by Holder of such condition; or


 


(g)the
Company shake make a voluntary filing for bankruptcy under Title 11, Chapter 7 of the United States Code; or


 


(h)there shall be appointed
a receiver or trustee to take possession of the property or assets of the Company under Title 11, Chapter 7 of the United States Code.


 


10.Remedies.
Upon the occurrence and during the continuance of an Event of Default, this Debenture and shall become immediately due in
full, and unpaid amounts hereunder will accrue interest at the rate equal to the stated rate plus 5.00% per annum, and
Holder may exercise any rights and remedies under this Debenture, any Transaction Document or other document or instrument and
at law or in equity. The time of payment of this Debenture is also subject to acceleration if an Event of Default occurs. Notwithstanding
the foregoing, the entire unpaid Principal sum of this Debenture, together with accrued and unpaid interest thereon, shall become
immediately due and payable upon any of the Events of Default set forth in this Debenture.


 


11.Transfer;
Successors and Assigns. The terms and conditions of this Debenture shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties. At the election of the Holder, but subject to compliance with applicable
securities laws, this Debenture may be assigned or transferred by the Holder, in whole or in part, upon surrender of this
Debenture, duly endorsed, and accompanied by a duly executed written instrument of transfer in customary form, following
which a new Debenture for the same principal, amount and interest will be issued to, and registered in the name of, the
transferee. If less than the entire amount of this Debenture is transferred or assigned, the Company will issue new
Debentures to the transferee, in the amount transferred or assigned, and to the Holder, in the remaining Principal amount
hereof after the transfer or assignment. This Debenture shall be binding upon and inure to the benefit of the Company and the
Holder, their successors and permitted assigns and the transferees of the Holder.


 


12.Governing
Law. This Debenture and all acts and transactions pursuant hereto and the rights and obligations of the Company and the Holder
shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to any
of its principles of conflicts of law or choice of law principles which would result in the application of the laws of another
jurisdiction.


 


13.Notices. Any
notice required or permitted by this Debenture shall be in writing and shall be deemed sufficient upon receipt, when
delivered personally or by courier, overnight delivery service or confirmed facsimile, or 96 hours after being deposited in
the U.S. mail as certified or registered mail with postage prepaid, if such notice is addressed to the party to be notified
at such party's address or facsimile number as set forth herein or as subsequently modified by written notice.


 






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14.Amendments
and Waivers. This Debenture may only be amended, modified or waived by a written instrument executed by the Company and the
Holder. Any amendment or waiver effected in accordance with this Section 14 shall be binding upon the Company, the Holder
and each transferee or permitted assigns of any Debenture.


 


15.Loss
of Debenture. Upon receipt by the Company of a customary representation by the Holder of the loss, theft, destruction or mutilation
of this Debenture or any Debenture exchanged for it, and a customary indemnity undertaking by the Holder (in case of loss, theft
or destruction) or surrender and cancellation of such Debenture {in the case of mutilation), the Company will make and deliver
in lieu of such Debenture a new Debenture of like tenor.


 


16.Waiver of
Presentment, etc. The Company hereby expressly waives presentment, demand for payment, dishonor, notice of dishonor, protest,
notice of protest and any other formality upon the occurrence of an Event of Default.


 


17.Entire
Understanding. This Debenture sets forth the entire understanding agreement of the Company and the Holder with respect to
the subject matter hereof and it supersedes all prior and/or contemporaneous understandings and agreements with respect to such
subject matter, all of which are merged herein, and it specifically amends and restates a Debenture dated this date in the same
principal amount hereof, which did not accurately reflect the understanding and agreement of the Company and the Holder.


 


18.Costs and
Fees. The Company agrees to pay all costs, expenses, including, without limitation, reasonable attorneys' fees and
disbursements, incurred by the Holder in endeavoring to collect any amounts payable hereunder (including, without limitation, amounts
payable in Shares) which are not paid when due or otherwise in enforcing any provision of this Debenture and any of the rights
and remedies of the Holder under this Debenture, at law or in equity.


 


[signature page follows]


 


 


 


 


 






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IN WITNESS WHEREOF,
this Debenture has been executed by a duly authorized officer of the Company as of the date first written above.


 


 


COMPANY


 


 


VIRAL GENETICS, INC.


 


By: signature illegible                           

Name:


Title:


 




 


 






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