Exhibit No. 10.9
Form 10-KSB
Viral Geneitcs, Inc.
File No. 000-26875

                              Voluto Ventures, LLC
                                 157 Main Street
                         Cold Spring Harbor, NY 11724E-2

                                 (631) 692-9350


                                          December 27, 2002


Viral Genetics, Inc.
905 Mission Avenue
South Pasadena, CA 91030
      Attn: Haig Keledjian, Chairman, and Chief Executive Officer

            Re: Financial Consulting Engagement

Dear Mr. Keledjian:

     Viral Genetics,  Inc. (the "Company") and Voluto  Ventures,  LLC ("Voluto")
have been  discussing  the  possibility  of Voluto  assisting  the  Company as a
consultant.  This agreement  ("Agreement") will confirm the terms and conditions
under which Voluto will provide the  consulting  services  described  below,  as
follows:

                             I. ENGAGEMENT OF VOLUTO

      1.01  Exclusive Engagement of Voluto; Term.

     (a) The Company hereby engages Voluto as its non-exclusive  provider of the
consulting  services described in this Agreement,  for a term (the "Term") which
will  commence  on the  date of  this  Agreement  and  terminate  at the  second
anniversary of such date. During the Term and any renewal or extension  thereof,
the Company will not engage any other firm, entity or person to perform services
similar to those set forth herein without providing notice to Voluto.

     (b)  Subject  to the other  terms and  conditions  of this  Agreement,  the
Company may  terminate  this  Agreement  at any time after 90 days from the date
hereof by written  notice given at least 30 days prior to the effective  date of
such termination  with no further recourse of Voluto to the Company,  except for
any pro-rated portion of the Quarterly Payment Shares (as defined in Section (a)
below)  which may then be due to  Voluto  pursuant  to the  second  sentence  of
Section 2.02(a).

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     1.02  Voluto  Services.  On the  terms  and  conditions  set  forth in this
Agreement, Voluto will provide the following services to the Company:

     (a)  Voluto  will  review  the  Company's  structure,   operations,  recent
          financial statements and marketing and development plans;

     (b)  Voluto will assist the Company in identifying its strategic goals;

     (c)  Voluto will assist the Company in  preparation  of a revised  business
          plan;

     (d)  Voluto will advise the  Company on changes to the  Company's  debt and
          equity capital structure;

     (e)  Voluto will advise the Company on increasing its executive  management
          depth and visibility;

     (f)  Voluto will advise the Company on  expanding  its Board of  Directors,
          creating  a  scientific   advisory  board  and  attracting   qualified
          personnel to serve as members thereof.

     (g)  Voluto  will  assist the Company in  identifying  potential  strategic
          partners.

     (h)  Voluto  will  assist  the  Company's   management  in  evaluating  and
          originating potential financing alternatives.

     1.03 Method of Providing  Services.  It is understood that the Company will
not control the manner or prescribe the method by which the services  under this
Agreement are to be performed by Voluto.  Voluto will perform services,  and may
communicate  with the Company's  management and other parties,  through personal
meetings,  correspondence,  telephone  or  video  conferences,  and  such  other
methods,  and at such times, as Voluto may determine,  subject to the reasonable
convenience of the parties.  Voluto shall be available for regular meetings with
the  management  of the  Company  during the Term,  but shall not be required to
devote a specific  minimum  number of hours to the  Company's  business.  Unless
requested otherwise by the Company,  Voluto shall communicate with the Company's
management through the Company's Chief Executive Officer.

     1.04  Independence  of Parties.  Nothing  contained in this Agreement shall
constitute  either party as an employee,  partner,  co-venturer  or agent of the
other,  it being intended that each shall act as an independent  contractor with
respect to the other.

                                II. COMPENSATION

     2.01  Initial  Payment  in  Shares.  As an initial  payment  (the  "Initial
Payment") for the services  being  rendered  under this  Agreement,  the Company
shall  issue  and sell to  Voluto,  at a price of $.01 per  share,  One  Million
(1,000,000)  shares of the Company's Common Stock, $.01 par value per share (the
"Initial Payment Shares").  The certificate for the Initial Payment Shares shall

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be issued and  delivered  within five (5) business  days after the  execution of
this  Agreement.  The  parties  acknowledge  and  agree  that  Voluto  (i) will,
immediately upon the execution of this Agreement, be devoting time and resources
to assisting the Company in the manner contemplated by this Agreement,  (ii) may
be foregoing other business  opportunities  as a result of its commitment to the
Company hereunder,  and (iii) will be providing a substantial amount of services
within a relatively short time after the commencement of the Term.  Accordingly,
the  parties  agree that the making of the Initial  Payment and the  issuance of
Initial Payment Shares are  unconditional  and no portion of the Initial Payment
shall be refundable at any time.

     2.02 Quarterly Additional Payments in Shares.

     (a) In addition to the Initial Payment,  the Company will,  within ten (10)
days after the end of each three-month period from the commencement of the Term,
issue and sell to Voluto  250,000  additional  shares  of the  Company's  Common
Stock,  at the same price per share as specified  for the Initial  Payment,  and
will continue to make such quarterly  payments in shares (the "Quarterly Payment
Shares")  for each  three-month  period  during the Term.  In the event that the
Company shall elect to terminate  this Agreement for any reason prior to the end
of any such  three-month  period,  the amount of the  Quarterly  Payment  Shares
issuable  for such  period  shall be  prorated  for the  elapsed  portion of the
three-month  period,  computed by dividing the number of days from the inception
of the three-month period to the effective date of such termination by the total
number of days in such  three-month  period  and  multiplying  the  fraction  so
obtained by the amount of the Quarterly  Payment Shares.  Any shares issuable in
connection  therewith  shall be issued and delivered  within ten (10) days after
the effective date of such termination.

     (b) In the event the Company  shall  undertake a reverse stock split during
the Term, any portion of the Quarterly Payment Shares due to be issued after the
effective  date of such reverse  stock split shall not be affected or changed by
the terms of such reverse stock split,  and the Company shall  continue to issue
and sell,  and Voluto  shall  continue to be  entitled  to  receive,  after such
effective  date,  Quarterly  Payment  Shares at the rate of  250,000  shares per
three-month  period,  in  accordance  with  the  terms  and  conditions  of this
Agreement.

     2.03  Expenses.  Notwithstanding  any  provision  of this  Agreement to the
contrary,   the  Company   agrees  to  reimburse   Voluto  for  all   reasonable
out-of-pocket  expenses incurred in connection with the services being performed
under this Agreement,  including,  without  limitation,  toll and  international
telephone calls, photocopying, fax transmissions, messenger and courier service,
express  delivery  service,  printing  and binding of documents  and  comparable
items.  Such  expense  reimbursement  shall also  include the  reimbursement  of
counsel  fees and  disbursements  incurred  by Voluto and  related  to  Voluto's
performance of its obligations under this Agreement,  provided that such counsel
fees shall be  reasonable in amount and shall be reflected in invoices from such
counsel  to Voluto,  copies of which  shall be  delivered  to the  Company.  Any
contemplated  expense  in excess  of  $500.00  shall be  submitted  for  advance
approval to the Company.

     2.04 Travel and Travel Costs.  All non-local  travel  commitments of Voluto
undertaken for the Company under this Agreement  shall be subject to the advance

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approval of the Company.  The cost of travel will be  reimbursed by the Company,
and the Company, at its option, may use its own travel agent to secure favorable
air and hotel rates for such travel.

     2.05 Contingent  Monthly Payments.  Within ten days after the completion of
the second  quarterly period of the Term, the parties shall review the Company's
financial  condition,  access to  financing  and working  capital and  budgetary
needs,  and, if the Company's  circumstances  permit,  the Company will commence
paying a cash retainer of $10,000 per month to Voluto,  in addition to the other
compensation provided for in this Agreement.  In the event of any termination of
this Agreement in accordance  with  paragraph 1.01 (b) above,  the cash retainer
payment  shall be subject  to the same  proration  computation  as  provided  in
paragraph 2.02 (a) with respect to the Quarterly Payment Shares.

                       III. REPRESENTATIONS AND WARRANTIES

     3.01 Company Representations and Warranties.  The Company hereby represents
and warrants, knowing that Voluto is relying thereon, that:

     (a) The Company is duly  organized,  validly  existing and in good standing
under the laws of the state of Delaware. The Company is qualified to do business
as a foreign  corporation in each state in which its business  requires it to be
so qualified.

     (b) The Company's authorized capital stock consists of 80,000,000 shares of
Common  Stock and  20,000,000  shares of  Preferred  Stock,  and its  issued and
outstanding  capital stock as at September  30, 2002  consists of  approximately
39,655,300  shares of  Common  Stock,  with  40,344,700  shares of Common  Stock
reserved  for  issuance.  All of  such  issued  shares  are  and  will  be  duly
authorized,  validly  issued and fully  paid.  There are no  options,  warrants,
calls,  subscriptions or preemptive or other rights or agreements or commitments
obligating the company to issue or transfer any shares of its capital stock,  or
any other  securities  convertible  into or evidencing the right to subscribe to
any such  shares,  except as is set forth in  Schedule  A. All shares  issued to
Voluto  under this  Agreement  will be duly and validly  issued,  fully paid and
non-assessable,  and will be  delivered  free and clear of any liens,  claims or
encumbrances.

     (c) The Company represents that the information  concerning the Company and
its business,  as furnished and to be furnished to Voluto,  will be complete and
correct in all material  respects  and will not contain any untrue  statement of
material  fact or omit to state a material  fact  necessary in order to make the
statements therein not misleading in light of the circumstances under which such
statements  are made.  The Company will notify Voluto  promptly  concerning  any
statement  which  is not  accurate  or  which  is or has  become  incomplete  or
misleading in any material respect.  The Company  understands that Voluto is and
will be relying on the continuing  accuracy of such  information in carrying out
its functions under this Agreement.

     (d) This Agreement has been expressly  authorized by the Company's Board of
Directors,  has been duly and validly executed and delivered by and on behalf of
the Company,  and  constitutes  the valid and binding  agreement of the Company,
enforceable in accordance with its terms.

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     (e) The  Company is not subject to any  pending or  threatened  litigation,
arbitration or governmental or administrative proceedings, and is not in default
under any of its  material  agreements  with  employees,  licensors,  licensees,
suppliers, customers, shareholders,  creditors or other third parties; provided,
however,  that the foregoing  representation  excludes  certain pending disputes
with vendors and suppliers as to unpaid invoices, none of which exceeds $5,000.

     (f) The Company  possesses  and owns,  or has  exclusive  licenses  to, all
intellectual  property rights  necessary to enable it to develop and conduct its
business as  contemplated  under its business plan and as represented to Voluto.
The Company's  use of such  intellectual  property  rights does not and will not
infringe on the rights of any third party.

     (g) The Company's shares are listed for quotation on the OTC Bulletin Board
administered by the National  Association of Securities Dealers.  The Company is
registered  as a public  reporting  company  with the  Securities  and  Exchange
Commission  ("SEC"),  and the Company has filed all annual and periodic  reports
required to be filed with the SEC under the Securities Exchange Act of 1934.

     3.02 Voluto  Representations and Warranties.  Voluto is a limited liability
company duly  authorized to do business under the laws of the State of New York.
Voluto is not a  broker-dealer  and is not  authorized to perform  broker-dealer
functions including,  without limitation, the offering of any Company securities
for sale.

                       IV. ADDITIONAL COMPANY UNDERTAKINGS

     4.01 Access to Information and Documentation;  Confidentiality. The Company
will make its personnel and documentation available for inspection,  evaluation,
and due diligence by Voluto. In addition,  the Company will cause its directors,
officers  and  professional  advisers  to  furnish  information  and  copies  of
documents  to,  and to  otherwise  cooperate  with,  Voluto in  connection  with
Voluto's due diligence activities. The Company agrees to furnish Voluto with all
information  and data  concerning  the Company  which  Voluto  deems  reasonably
necessary to the performance of its functions.  Except as otherwise agreed to by
the Company, or required by law, all information concerning the Company which is
not publicly available will be kept confidential by Voluto.

                  V. REGISTRATION AND ANTI-DILUTION PROVISIONS

     5.01 Stock Certificates and Registration Rights. All certificates issued in
respect of the Initial  Payment  Shares and the Quarterly  Payment  Shares shall
bear a  restrictive  legend in the form  normally  used by the  Company  for the
issuance of restricted shares,  and shall be deemed restricted  securities under
SEC Rule 144. The Company  agrees that Voluto and its  designees  and  assignees
shall have,  with  respect to all of the Initial  Payment  Shares and  Quarterly
Payment  Shares,  (i) full  piggyback  registration  rights for a period of four
years commencing one year after the date of this Agreement at the Company's sole
expense  and  (ii) two  separate  and  successive  demand  registration  rights,
exercisable  by  notice to the  Company,  given at any time from the date of any

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termination  or expiration of the Term of this  Agreement  until a date which is
three years after such termination or expiration, at Voluto's sole expense.

     5.02  Anti-Dilution  Provisions.  With the exception of those  transactions
detailed  in the  attached  Schedule  A, in case the  Company  shall at any time
during the commencement of the Term and prior to the consummation of a Financing
Transaction  issue shares of common stock or equivalent  securities to any third
party at a price per share  which is less than the price  being  paid under this
Agreement  by Voluto,  or if the Company  shall  issue any such  shares  without
consideration,  then, and in each such case, the Company will disclose the terms
of such  issuance  to Voluto  and will  issue to Voluto a  sufficient  number of
additional  shares of the  Company's  common stock so as to adjust the price per
share paid by Voluto  under this  Agreement  to an amount equal to the price per
share paid by such third party.

                          VI. RENEWALS AND TERMINATION

     6.01 Extension and Renewal.  The Term may be extended or renewed,  and this
Agreement may be amended, only by the written agreement of the parties.

     6.02 Termination.  Either party may terminate this Agreement for cause upon
not less than 10 days notice in the event of a material breach of this Agreement
by the other party, which breach is not cured within 20 days after the giving of
notice to the breaching party specifying the circumstances of such breach.

     6.03  Consequences  of  Termination.  Any termination or expiration of this
Agreement,  whether or not for cause,  shall not  affect the  obligation  of the
Company to pay  compensation  to Voluto which was earned or accrued prior to the
date of termination or expiration.

                              VII. INDEMNIFICATION

     7.01 Indemnification. Because Voluto will be acting for the Company and may
be making representations  concerning the Company in a variety of matters as set
forth in this  Agreement,  the  parties  agree that  Voluto  will be entitled to
indemnification under the terms of the separate letter indemnification agreement
attached hereto as Appendix B.

                               VIII. MISCELLANEOUS

     8.01 Governing Law and Disputes.  This  Agreement  shall be governed by the
laws of the State of New York,  without regard to choice of law provisions.  The
parties  agree that any  dispute  under this  Agreement  will be  resolved  in a
federal or state court  located in the County,  City and State of New York,  and
will submit to the jurisdiction of such court for such purpose.

     8.02 Waiver. Any party hereto may waive compliance by the other with any of
the terms, provisions and conditions set forth herein;  provided,  however, that
any such waiver shall be in writing  specifically setting forth those provisions
waived thereby.  No such waiver shall be deemed to constitute or imply waiver of
any other term, provision or condition of this Agreement.

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     8.03 Assignment. The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto,  and their respective  heirs,  legal
representatives,  successors  and assigns.  This  Agreement  may not be assigned
without the consent of the parties;  provided,  however,  that nothing contained
herein shall prevent  Voluto from assigning or  transferring  any of the Initial
Payment Shares or Quarterly Payment Shares to any person or entity in accordance
with applicable securities laws and regulations.

     8.04  Survival.  The  representations,  warranties,  and  agreements of the
parties  contained in this Agreement will remain operative and in full force and
effect and will survive any termination of this Agreement.

     8.05 Notices.  All notices required or permitted under this Agreement shall
be in writing and shall be sent by  certified  or  registered  first class mail,
return  receipt  requested,  or shall  be  personally  delivered,  or sent by an
overnight  delivery service such as Federal Express,  or shall be transmitted by
telefax (provided such telefax message is confirmed by telephonic acknowledgment
of receipt or by sending via other authorized means a confirmation  copy of such
notice)  addressed  to the  parties  at their  respective  last  known  business
addresses.

     Voluto  looks  forward to  working  closely  with you to develop  the great
potential of your Company.  Please  indicate your consent to the foregoing terms
and conditions by signing and returning a duplicate copy of this letter.


                                          Sincerely yours,

                                          VOLUTO VENTURES, LLC


                                          By /s/

AGREED:

VIRAL GENETICS, INC.


By /s/
      Chief Executive Officer

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SCHEDULE A


                        Exceptions to Capitalization Representations

1.   A reverse  acquisition  with  Therapeutics  Genetics,  Inc.,  a  California
     corporation, may be transacted, including the issuance by the Company of up
     to  36,000,000  shares of Common  Stock and up to  7,200,000  shares of two
     classes of redeemable, non-callable, convertible Preferred Stock, each with
     certain terms, conditions and features.

2.   Following  September 30, 2002, the Company may effect stock issuances of up
     to 1,000,000 shares of Common Stock and up to 1,000,000 shares of Preferred
     Stock to employees, consultants or third-parties for services.

3.   Following  September 30, 2002,  the Company  issued  approximately  400,000
     shares of Common  Stock  pursuant  to the  purchase  of real  estate for an
     employee's use.

4.   There are outstanding  warrants to purchase shares of the Company's  Common
     Stock as follows:

     a.   827,014 warrants at $1.00

     b.   350,000 warrants at $0.05

     The  Company may also issue up to 250,000  warrants  to purchase  shares of
     Common Stock to employees, consultants or third-parties for services.

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APPENDIX B



                                                              November ___, 2001
Voluto Ventures, LLC
157 Main Street
Cold Spring Harbor, NY  11724

Attention:  President

Dear Sir:

     In connection with your engagement pursuant to our letter agreement of even
date herewith (the  "Engagement"),  and in consideration of your undertaking the
Engagement,  we agree to  indemnify  and hold  harmless  Voluto  Ventures,  LLC.
("Voluto"  or "you") and its  affiliates,  the  respective  directors,  offices,
partners, agents and employees of Voluto and its affiliates, and each person, if
any,  controlling  Voluto or any of its  affiliates  (collectively  "Indemnified
Persons"),  from and against, and we agree that no Indemnified Person shall have
any liability to us or our parents,  affiliates,  security  holders or creditors
for,  any  losses,   claims,   damages  or  liabilities  (including  actions  or
proceedings  in  respect  thereof)  (collectively  "Losses")  (A)  related to or
arising  out of (i) our  actions  or  failure to act  (including  statements  or
omissions made, or information provided, by us or our agents) or (ii) actions or
failure to act by any Indemnified Persons with our consent or in reliance on our
actions or failure to act,  or (B)  otherwise  related to or arising  out of the
Engagement or your  performance  thereof,  except that this clause (B) shall not
apply to any Losses  that are finally  judicially  determined  to have  resulted
primarily from your bad faith or gross negligence or breach of this agreement.

     We will  reimburse  each  Indemnified  Person for all  expenses  (including
reasonable  fees and  disbursements  of  counsel)  as they are  incurred by such
Indemnified Person in connection with investigating,  preparing for or defending
any action,  claim,  investigation,  inquiry,  arbitration  or other  proceeding
("Action")  referred  to above  (or  enforcing  this  agreement  or any  related
engagement  agreement),  whether or not in connection with pending or threatened
litigation in which any Indemnified  Person is a party,  and whether or not such
Action is initiated or brought by you. We further  agree that we will not settle
or  compromise  or  consent  to the  entry of any  judgment  in any  pending  or
threatened  Action in respect of which  indemnification  may be sought hereunder
(whether or not an Indemnified  Person is a party therein)  unless we have given
you reasonable  prior written  notice  thereof and used all reasonable  efforts,
after  consultation  with  you,  to  obtain  an  unconditional  release  of each
Indemnified Person from all liability arising therefrom.

     If multiple claims are brought against you in any Action with respect to at
least  one of  which  indemnification  is  permitted  under  applicable  law and
provided for under this agreement, we agree that any judgment, arbitration award
or other monetary award shall be conclusively deemed to be based on claims as to
which  indemnification is permitted and provided for hereunder.  Our obligations
hereunder  shall be in addition to any rights  that any  Indemnified  Person may

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have at common law or  otherwise.  Solely  for the  purpose  of  enforcing  this
agreement,  we hereby consent to personal  jurisdiction and to service and venue
in any court in which any claim which is subject to this agreement is brought by
or against any Indemnified  Person.  We acknowledge  that in connection with the
Engagement you are acting as an independent  contractor with duties owing solely
to us.

     The provisions of this agreement  shall apply to the Engagement  (including
related  activities prior to the date hereof) and any  modification  thereof and
shall  remain  in  full  force  and  effect  regardless  of  the  completion  or
termination of the Engagement.  This agreement and any other agreements relating
to the Engagement  shall be under seal,  governed by and construed in accordance
with the laws of the  State of New York,  without  regard  to  conflicts  of law
principles thereof.


                                        Very truly yours,

                                        VIRAL GENETICS INC.


                                        By: ____________________________________
                                            Chairman and Chief Executive Officer

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