Exhibit 10.78


 





PROMISSORY NOTE


 


	US $100,000.00	March 25, 2011


 


For value received, VIRAL GENETICS, Inc., a Delaware corporation
(the "Company"), hereby promises to pay to the order of DMBM, Inc. (the "Holder"), the principal sum of One
Hundred thousand ($100,000.00), and to pay interest on the outstanding principal amount of this Promissory Note (this "Note"),
all as provided for in this Note.


 


1.Payment of Principal. The outstanding
principal amount of this Note shall be due and payable in its entirety one (1) year from the date hereof (the "Maturity Date").


 


2.Advances. This Note represents
two (2) advances of $50,000 to the Company, the first of which is being made concurrently with the execution and delivery of this
Note.


 


3.Payment of Interest. Interest
shall accrue on the outstanding principal amount of this Note at a rate of five percent (5%) per annum (calculated on the basis
of a year comprised of 12 months of 30 days) from the date of each Advance made by the Holder to which this Note relates. Interest
shall accrue and be payable on the Maturity Date.


 


4.Payments Generally. All amounts
payable by the Company shall be paid in legal tender of the United States of America and in immediately available funds by wire
transfer to a bank account specified by the Holder. Notwithstanding anything to the contrary set forth herein, in no event may
any amount paid by the Company exceed the maximum amount of interest under applicable law. Payment of this Note also may be made
by the issuance shares of the Company's common stock at value and a conversion rate of $0.02 per share (the "Conversion Rate").
Notwithstanding anything set forth in the immediately preceding sentence, the Conversion Rate shall be lowered to the lowest price
per share at which the Company issues common stock (including, without limitation, by means of the conversion of any security or
the issuance of shares under any warrant) as long as this Note is outstanding. If this Note is paid in shares of the Company's
common stock all interest is waived. This Note may not be prepaid by the Company prior to the Maturity Date.


 


5.Conversion.  All or any portion of the
Principal amount of this note, together with 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 two (2) 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 note 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 note. The number of shares of Common
Stock issuable upon the conversion of all or a portion of this note shall be equal to the Principal amount of this note being
converted divided by the Conversion Price. For purposes hereof, any partial conversion of this note, 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 note 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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6. Events of Default. Upon the occurrence
of any of the following events (each an "Event of Default"), the outstanding principal of this Note together with all
accrued and unpaid interest shall become automatically due and payable, without notice, demand or protest of any kind or nature,
all of which are hereby knowingly and irrevocably waived by the Company:


 


(a)the Company fails to pay the principal
amount of this Note on the Maturity Date; or


 


(b)the Company shall default or breach in
its observance or performance of any covenant contained in this Note, on its part to be observed or performed by the Company and
such breach is not cured within twenty (20) days after written notice of such breach is furnished to the Company by the Holder;
or


 


(c)the Company admits its inability to,
or fails generally or is generally unable to, pay its debts as such debts become due, or files any petition or action for relief
under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors,
now or hereafter in effect, or makes a general assignment for the benefit of creditors, or applies for or consents to the appointment
of any custodian, receiver, trustee (or other similar official) for the Company any of its properties or assets, or takes any action
to authorize any of the actions or events set forth above in this Section 6(c); or


 


(d)an involuntary petition is filed against the Company (unless such petition is dismissed or discharged
within forty-five (45) days after the commencement thereof) under any bankruptcy, reorganization, insolvency or moratorium law
or any other similar law now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or
other similar official) is appointed to take possession, custody or control of the Company or any of its properties or assets and
such petition is not dismissed within forty-five (45) days.




 






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7.Waiver of Demand. The Company
hereby knowingly and irrevocably waives demand, notice, presentment, protest and notice of dishonor and/or protest in connection
with this Note, whether now or hereafter required under applicable law, upon, and with respect to, the acceleration of this Note
following the occurrence of an Event of Default.


 


8.Amendment; Waiver. Any amendment,
modification or waiver of any term or provision of this Note shall only be effective if such amendment, modification or waiver
is evidenced by an instrument in writing duly executed by each of the Company and the Holder. No waiver by a party of any provision
of this Note shall be deemed to be a waiver of any preceding or subsequent breach of the same or similar nature or of any other
provision of this Note. No waiver of this Note granted by the Holder shall constitute a continuing waiver. Any waiver shall be
limited to the specific instance and purpose for which it is given. Any course of dealing between the Company and the Holder shall
not be considered an amendment or modification of this Note or a waiver of any term or provision thereof.


 


9.Governing Law. This Note shall
be governed by and construed and enforced in accordance with the laws of the State of New York, without regard or reference to
any of its choice of laws or conflicts of laws principles which would result in the application of the substantive laws of another
jurisdiction.


 


10.Submission
to Jurisdiction. Any legal action, suit or proceeding with
respect to this Note shall be brought exclusively in the courts of the State of New York or
the federal district courts of the United States of America for the Southern District of New York,
and, by the execution and delivery of this Agreement, the Company hereby submits for itself and in respect of its property, generally
and unconditionally, to .the exclusive jurisdiction of the aforesaid
courts, and does hereby knowingly and irrevocably waive any objection that the Company may have to the jurisdiction of said courts
or, any objection to venue of said courts or any objection based on the grounds of forum non conveniens, which the
Company now has or may hereafter have to the bringing of any such action, suit or proceeding in said courts.


 


11.WAIVER
OF JURY TRIAL. THE COMPANY HEREBY KNOWINGLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT THE HOLDER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.


 


12.Costs of Enforcement. The Company shall pay
to the Holder, on demand, all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by the
Holder in connection with any action, suit or other proceeding to enforce any right or remedy of the Holder hereunder or under
the Security Agreement or any of the Pledge Agreements. All rights and remedies of the Holder shall be cumulative and may be exercised
singly or concurrently.


 




 



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13.Drafting History. In resolving
any dispute or controversy arising out of or relating to this Note or in connection with construing any term or provision in this
Note, there shall be no presumption made or inference drawn because of the inclusion of a provision not contained in a prior draft
or the deletion of a provision contained in a prior draft. The Company and the Holder acknowledge and agree that this Note was
negotiated and drafted with each party being represented by competent legal counsel of its choice and with each party having an
opportunity to participate in the drafting of the provisions hereof and shall therefore be interpreted and construed as if drafted
jointly by the parties and not with any presumption against either of the parties.


 


14.Assignment. The rights and obligations
of the Company and the Holder will be binding upon and inure to the benefit of their respective successors, assigns, heirs, and
administrators.


 


15.Severability. If one or more
provisions of this Note is held to be unenforceable under applicable law, such provision(s) shall be excluded from this Note and
the balance of the Note shall be interpreted as if such provision(s) were so excluded or amended, so that this Note shall be enforceable
in accordance with its terms. It is the intent of the Company and the Holder that this Note be enforced, in accordance with its
terms, to the fullest extent permitted by applicable law.


 


16.Headings. The section headings contained in
this Note are inserted herein for the purpose of convenience and reference only and they are not to be given any substantive effect,
nor shall they be used or have any effect upon the construction or interpretation of any term or provision hereof.


 






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IN WITNESS WHEREOF, this Note has been executed by a duly authorized
officer of the Company as of the date of this Note.


 







	 	VIRAL GENETICS, INC.
	 	 
	 	By: /s/ Haig Keledjian
	 	Name: Haig Keledjian
	 	Title: President



 


 




 


 


 


 


 






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