Letter of Engagement between Trilogy Capital Partners, Inc. and FermaVir Pharmaceuticals,
      Inc. dated December 12, 2005.


    

      


      

      


      Letter
        of Engagement

      FERMAVIR
        PHARMACEUTICALS, INC.

      December
        12, 2005

      


      


      The
        following sets forth the agreement for the engagement of Trilogy Capital
        Partners, Inc. (“Trilogy”)
        by
        FermaVir Pharmaceuticals, Inc. (“FMVR”
or
        the “Company”):

      


      
        
          	
                  Term
                    and Termination

                	 	
                  Twelve months,
                    commencing as of the date set forth above (the “Initial
                    Term”),
                    and terminable thereafter by either party upon 30 days’ prior written
                    notice. In addition, either party may terminate this Agreement
                    by written
                    notice for material breach by the other party of any of its obligations
                    or
                    agreements under this Agreement unless such material breach is
                    cured and
                    corrected within 10 days following receipt of such
                    notice.

                
	 	 	 
	
                  Objective

                	 	
                  The
                    development and implementation of a proactive marketing program
                    to
                    increase the awareness of FMVR and generate a significant increase
                    in
                    liquidity and market capitalization. In addition, upon request,
                    Trilogy
                    will advise FMVR in business development and strategic advisory
                    services.

                
	 	 	 
	
                  The
                    Program

                	 	
                  Trilogy
                    will structure and implement a marketing program designed to
                    create
                    extensive financial market and investor awareness for FMVR to
                    drive
                    long-term shareholder support. The core drivers of the program
                    will be to
                    create institutional and retail buying in the Company’s stock through a
                    proactive sales and marketing program emphasizing technology-driven
                    communications, coupled with 1-to-1 selling and leveraging FMVR’s image to
                    attract additional long term investors and to create additional
                    opportunities in M&A and Business Development. As share price is
                    affected by various factors, Trilogy can give no assurance that
                    the
                    marketing program will result in an increase in FMVR’s stock
                    price.

                   

                  Trilogy
                    understands that during any period in which the Company is
                    

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            	 	 	in
“registration”
for
                    a public offering of
                    securities under the Securities Act of 1933, and during the distribution
                    of such securities, the Company’s investor relations and marketing efforts
                    will be severely limited. However, it will be the responsibility
                    of the
                    Company (with the advice of its securities counsel) to determine
                    what
                    investor relations and financial marketing efforts are permissible
                    and
                    non-permissible during such periods, and Trilogy will follow
                    the direction
                    of the Company and its securities counsel. Trilogy agrees that
                    it will not
                    take any action to influence anyone to purchase the Company’s stock by
                    making an improper or illegal payment, directly or
                    indirectly.
	 	 	 
	
                    Responsibilities

                  	 	
                    In
                      addition to marketing and financial public relations, Trilogy
                      will assume
                      the responsibilities of in-house investor relations for FMVR
                      on a full
                      turnkey basis, including the generation of corporate and shareholder
                      communications, retail and institutional investor contact and
                      media.
                      Trilogy will work in conjunction with the Company’s management, securities
                      counsel, investment bankers and auditors and under supervision
                      of
                      management. The content is as follows: 

                    	
                        Campaign
                          Development and Execution

                      
	
                        Press
                          Announcements: drafting, approval and distribution

                      
	
                        Database
                          Development and Management

                      
	
                        Image
                          Analysis: recommendations and implementation 

                      
	
                        Messaging:
                          institutional and retail

                      
	
                        Online
                          presentations: drafting and production responsibilities
                          

                      
	
                        Website
                          Overhaul - installation and maintenance of auto IR program
                          

                      
	
                        Email
                          messaging: targets: Retail and Institutional/Other
                          databases

                      
	
                        Media,
                          including Interactives and PowerPoints

                      
	
                        Direct
                          Mail: shareholder, media, FMVR relationship universe

                      
	
                        Public
                          Relations

                      
	
                        Capital
                          Conferences

                      


                    Trilogy
                      represents that it has the corporate power and authority to
                      execute,
                      deliver and perform its obligations under this agreement. Notwithstanding
                      any provision of this Agreement, the obligation to perform
                      the services
                      under this Agreement is personal to Trilogy and Trilogy may
                      not
                      subcontract, transfer or otherwise delegate any of its obligations
                      or
                      duties under this Agreement, without the Company’s prior written
                      consent.

                  


          

           

          
            
              
              

            

            
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                      Trilogy
                        will not publish or publicly release any press release or
                        other document
                        (“IR
                        Documents”)
                        regarding the Company that has not been approved in writing
                        by the
                        Company. The Company assumes responsibility for the accuracy
                        and
                        completeness of all IR Documents and the compliance of such
                        Documents with
                        applicable laws, rules and regulations. The Company agrees
                        that Trilogy
                        has no obligation or duty to and does not guaranty the accuracy
                        or
                        completeness of the IR Documents.

                    
	 	 	 
	
                      Confidentiality
                        and Material Information

                    	 	
                      Trilogy
                        agrees that all Confidential Information (defined below)
                        shall remain the
                        property of the Company and will be held and treated by Trilogy,
                        its
                        affiliates, directors, officers, employees, agents, attorneys
                        accountants
                        and representatives (collectively, the “Representatives”)
                        in confidence and will not, expect as provided in this Agreement,
                        without
                        the prior written consent of the Company, be disclosed by
                        Trilogy or its
                        Representatives, in any manner whatsoever, in whole or in
                        part, and will
                        not be used by Trilogy or its Representatives other than
                        in connection
                        with performing the duties and responsibilities of Trilogy
                        under this
                        Agreement.

                       

                      Confidential
                        Information means all technical, commercial, financial or
                        other
                        information concerning the business, affairs and operations
                        of the Company
                        and its affiliates and which the Company or its agents or
                        representatives
                        have provided or will provide to Trilogy in connection with
                        its services
                        hereunder whether provided in writing, electronically or
                        verbally.
                        Notwithstanding the foregoing, the following will not constitute
                        "Confidential Information" for purposes of this Agreement:
                        (i) information
                        which is available in the public domain or marketplace; (ii)
                        information
                        which after disclosure to Trilogy by the Company becomes
                        part of the
                        public domain by publication or otherwise, expect by breach
                        by Trilogy of
                        the terms of this Agreement; (iii) information which was
                        rightfully in the
                        possession of Trilogy at the time of disclosure to Trilogy
                        by the Company;
                        (iv) information which is rightfully received by Trilogy
                        from a third
                        party who is not prohibited from transmitting the information
                        to Trilogy
                        by a contractual, legal or fiduciary obligation to the Company;
                        and (v)
                        information which is required to be disclosed by law, in
                        which case, to
                        the extent practicable, Trilogy will give the Company advance
                        notice of
                        the proposed disclosure (including a copy of any written
                        request or order)
                        and will cooperate with the Company in any effort to limit
                        or restrict
                        such disclosure via protective order or otherwise..

                       

                      Trilogy
                        agrees that within ten (10) business days of the
                        Company’s

                    


            

             

            
              
                
                

              

              
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                	 	 	request,
                        it shall either deliver to the Company
                        (i) originals and any copies of any documentation, electronic
                        or
                        otherwise, which constitutes Confidential Information or
                        (ii) a
                        certificate signed by an officer of Trilogy certifying that
                        all copies of
                        any documentation, electronic or otherwise, which constitutes
                        Confidential
                        Information have been destroyed. Notwithstanding
                        the foregoing, Trilogy shall be entitled to retain one copy
                        of all
                        documentation related to the services that it performs pursuant to
                        this Agreement.
                         

                        Trilogy
                          acknowledges that it is aware, and will inform its Representatives,
                          that
                          the securities laws of the United States (as well as the
                          regulations of
                          the stock exchanges, Nasdaq and other quotation systems)
                          prohibit any
                          person who has material, non-public information concerning
                          the Company
                          from purchasing or selling the Company’s securities when in possession of
                          such information and from communicating such information
                          to any other
                          person or entity under circumstances in which it is reasonably
                          foreseeable
                          that such person or entity is likely to purchase or sell
                          such securities
                          in reliance upon such information.

                      
	 	 	 
	
                        Fees

                      	 	
                        $12,500
                          per month, with the first payment due on execution, payable
                          by wire
                          transfer of funds to the account designated by Trilogy..
                          

                      
	 	 	 
	
                        Equity

                        Compensation

                      	 	
                        FMVR
                          has concurrently herewith issued to Trilogy 1,000,000 Warrants.
                          Each
                          Warrant represents the right to purchase one share of Common
                          Stock for
                          $1.50 per share at any time through the third year following
                          issuance. The
                          Company agrees to file a Registration Statement with the
                          Securities and
                          Exchange Commission registering the resale of the shares
                          underlying the
                          Warrants no later than forty-five (45) days from the date
                          of this
                          Agreement. 

                      
	 	 	 
	
                        Marketing
                          Budget

                      	 	
                        To
                          support the financial marketing program, FMVR acknowledges
                          that it will
                          incur certain third party marketing costs. Trilogy will
                          not incur these
                          costs on behalf of the Company except with the approval
                          of the Company or
                          pursuant to a budget approved by the Company (which budget
                          shall not be
                          less than $200,000). The Company shall have no obligation
                          to reimburse
                          Trilogy for any third party marketing cost that exceeds
                          the approved
                          budget or is otherwise not approved by the Company. The
                          Company
                          understands that prompt payment of these costs is vital
                          to the on-going
                          investor relations program, and therefore shall pay these
                          costs promptly
                          upon invoice, to Trilogy (to enable Trilogy to promptly
                          reimburse these
                          third parties). The 

                      


              

               

              
                
                  
                  

                

                
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                  	 	 	Company
                          shall indemnify and hold Trilogy
                          harmless from any losses, claims, costs, expenses, liabilities
                          and damages
                          from failure to timely pay these third party marketing
                          costs.
	 	 	 
	
                          Indemnification

                        	 	
                          The
                            Company agrees to provide the indemnification set forth
                            in “Exhibit A”
                            attached hereto. 

                        
	 	 	 
	
                          Corporate
                            Obligations

                        	 	
                          The
                            obligations of Trilogy under this Agreement are solely
                            corporate
                            obligations, and no officer, director, employee, agent,
                            shareholder or
                            controlling person of Trilogy shall be subject to any
                            personal liability
                            whatsoever to any person, nor will any claim be asserted
                            by or on behalf
                            of the Company, with respect to breach of the terms of
                            this Agreement.
                            This provision does not limit or restrict in any way
                            claims with respect
                            to any matters other than breach of the terms of this
                            Agreement.

                        
	 	 	 
	
                          Additional
                            Services

                        	 	
                          If
                            Trilogy is called upon to render services directly or
                            indirectly relating
                            to the subject matter of this Agreement, beyond the services
                            contemplated
                            above (including, but not limited to, production of documents,
                            answering
                            interrogatories, giving depositions, giving expert or
                            other testimony,
                            whether by agreement, subpoena or otherwise), the Company
                            shall pay to
                            Trilogy a reasonable hourly rates for the persons involved
                            for the time
                            expended in rendering such services, including, but not
                            limited to, time
                            for meetings, conferences, preparation and travel, and
                            all related costs
                            and expenses and the reasonable legal fees and expenses
                            of Trilogy’s
                            counsel.

                        
	 	 	 
	
                          Survival
                            of Certain Provisions

                        	 	
                          The
                            Sections entitled “Indemnification” (including “Exhibit A”), “Corporate
                            Obligations,” “Confidentiality and Material Information” and “Additional
                            Services” shall survive any termination of this Agreement and Trilogy’s
                            engagement pursuant to this Agreement. In addition, termination
                            shall not
                            affect any right of Trilogy’s to compensation accrued through the date of
                            termination and for reimbursement of expenses (including
                            third party
                            marketing costs). Any termination of this Agreement by
                            the Company prior
                            to the end of the Initial Term, other than in the event
                            of a material
                            breach of the Agreement by Trilogy which Trilogy has
                            not cured or
                            corrected within 15 days of written notice of the breach,
                            or any
                            termination by Trilogy as a result of non-payment or
                            other material breach
                            by the Company 

                        


                

                 

                
                  
                    
                    

                  

                  
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                  	 	 	(including
                          the failure to pay third-party
                          marketing costs), shall not terminate Trilogy’s right to the fees through
                          the entire Initial Term (as Trilogy’s time and commitment are expected to
                          be greater in the first part of its engagement).
	 	 	 
	
                          Services/Costs

                        	 	
                          The
                            compensation paid to Trilogy under this Agreement will
                            cover all costs for
                            Trilogy personnel. Reasonable travel and entertainment
                            costs for Trilogy
                            personnel, in addition to certain third-party costs,
                            will be borne by the
                            Company. Trilogy will provide reasonable documentation
                            to support such
                            reimbursement claims. Trilogy will not incur, individually
                            or in the
                            aggregate, any reimbursable cost of $500 or more without
                            the written
                            approval of the Company. These costs do not included
                            third-party marketing
                            costs under “Marketing Budget.”

                        
	 	 	 
	
                          Attorneys’
                            Fees

                        	 	
                          If
                            any action or proceeding is brought to enforce or interpret
                            any provision
                            of this Agreement, the prevailing party shall be entitled
                            to recover as an
                            element of its costs, and not its damages, reasonable
                            attorneys’ fees to
                            be fixed by the court. 

                        
	 	 	 
	
                          Governing
                            Law

                        	 	
                          California,
                            without giving effect to the principles of conflicts
                            of law
                            thereof.

                        


                

              

            

          

        

      

       

       

      
        
          

        



      


      Agreed
        and Accepted:

       

      
        	FermaVir
                Pharmaceuticals,
                Inc.	 	 	Trilogy
                Capital Partners, Inc.
	 	 	 	 	 	 
	 	 	 	 	 	 
	By  	/s/
                Geoffrey
                W. Henson	 	 	By  	/s/
                Paul
                Karon
	 	
                

              	 	 	 	
                

              
	 	
                Geoffrey
                  W. Henson

                President
                  and CEO

              	 	 	 	
                Paul
                  Karon 

                President

              


      

      


      
        
          
          

        

        
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      EXHIBIT
        A

      


      Indemnification
        Provisions

      


      


      Fermavir
        Pharmaceuticals, Inc. (the
        “Company”)
        unconditionally, absolutely and irrevocably agrees to and shall indemnify
        and
        hold harmless Trilogy Capital Partners, Inc. (“Trilogy”)
        and
        its past, present and future directors, officers, affiliates, counsel,
        shareholders, employees, agents, representatives, contractors, successors
        and
        assigns (Trilogy and such persons are collectively referred to as the
“Indemnified
        Persons”)
        from
        and against any and all losses, claims, costs, expenses, liabilities and
        damages
        (or actions in respect thereof) arising out of or related to this Agreement,
        and
        any actions taken or omitted to be taken by an Indemnified Party in connection
        with this Agreement (“Indemnified
        Claim”).
        Without limiting the generality of the foregoing, such indemnification shall
        cover losses, claims, costs, expenses, liabilities and damages imposed on
        or
        incurred by the Indemnified Persons, directly or indirectly, relating to,
        resulting from, or arising out of any misstatement of fact or omission of
        fact,
        or any inaccuracy in any information provided or approved by the Company
        in
        connection with the engagement, including information in any SEC filing,
        press
        release, website, marketing material or other document, whether or not the
        Indemnified Persons relied thereon or had knowledge thereof, claims of third
        parties providing marketing services to the Company. In addition, the Company
        agrees to reimburse the Indemnified Persons for legal or other expenses
        reasonably incurred by them in respect of each Indemnified Claim at the time
        such expenses are incurred. Notwithstanding the foregoing, the Company shall
        not
        be obligated under the foregoing for any loss, claim, liability or damage
        that
        is finally determined by a court with proper jurisdiction to have resulted
        primarily from the willful misconduct, bad faith or gross negligence of the
        Indemnified Person or from the failure of the Indemnified Person to be
        registered or licensed as a broker or dealer under the Securities Exchange
        Act
        of 1934 or applicable state securities laws or as an investment advisor under
        the Investment Advisors Act of 1940 or applicable investment advisor state
        laws.