Exhibit 10.6
Form 10-KSB, 2001
Viral Genetics, Inc.
File No. 000-26875

                        BURLINGTON CAPITAL MARKETS, INC.
                           40 Wall Street - 59th Floor
                            New York, New York 10005
                        212-402-6000 Fax 212-402-5030



                                                      November 1, 2001


Viral Genetic, Inc.
905 Mission Avenue
South Pasadena, CA  91030
Attn:  Mr. Haig Keledjian, Chairman and CEO


      Re:   Investment Banking Engagement


Dear Mr. Keledjian:

     Viral Genetics,  Inc. (the "Company") and Burlington Capital Markets,  Inc.
("Burlington)" have been discussing the possibility of Burlington assisting, and
adding value to the Company by providing services,  strategic  relationships and
assistance in  connection  with future  financing  for the Company.  This letter
agreement  ("Agreement")  will  confirm  the terms and  conditions  under  which
Burlington will provide investment banking and business and strategic consulting
services  to the  Company,  and  assist  in  meeting  the  Company's  subsequent
financing needs, as follows:


                       I. ISSUANCE OF SHARES AND WARRANTS

      1.01. Sale and Purchase of Shares; Grant of Warrants;

     (a) The  Company  irrevocably  agrees to assign,  transfer  and  deliver to
Burlington and or its assignees, and Burlington agrees to purchase, an aggregate
of 500,000  shares (the  "Shares")  of the  Company's  common stock (the "Common
Stock"),  at a cash purchase  price of $0.01 per share or a total purchase price
(the "Purchase Price") of $5,000.00 upon execution of the Agreement.  The Shares
will consist of legended certificates representing "restricted stock" as defined
under Rule 144 of the Securities and Exchange Commission ("SEC").

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     (b) On April 1, 2001 the Company irrevocably agrees to assign, transfer and
deliver to Burlington and or its assignees,  and Burlington  agrees to purchase,
an aggregate of 500,000 Shares of Common Stock, at a cash purchase price of $.01
per  share  or a  total  Purchase  Price  of  $5,000.00  upon  execution  of the
Agreement.  The  Shares  will  consist  of  legended  certificates  representing
"restricted  stock" as defined  under Rule 144 of the  Securities  and  Exchange
Commission ("SEC").

     (c) The earlier of (i) the one (1) year  anniversary of this Agreement,  as
determined  by the date executed  thereon;  or (ii) the Company is successful in
structuring and marketing the proposed private placement, in an aggregate amount
no less than $10.0 million,  the Company irrevocably agrees to assign,  transfer
and  deliver  to  Burlington  and or its  assignees,  and  Burlington  agrees to
purchase,  an aggregate of 200,000  Shares of Common  Stock,  at a cash purchase
price of $.01 per share or a total Purchase Price of $2,000.00 upon execution of
the Agreement.

     (d) The  Company  hereby  irrevocably  agrees to  assign  and  transfer  to
Burlington,  and or its  assignees or to cause the Company to grant and issue to
Burlington,  the following  warrants  ("Warrants")  to purchase shares of Common
Stock:  (i) Warrants to purchase  100,000  shares of Common stock at an exercise
price of $2.00  per  share,  exercisable  at any time  after 30 days of the date
hereof;  (ii) Warrants to purchase  200,000 shares at an exercise price of $4.00
per  share,  exercisable  any time after 60 days of the date  hereof;  and (iii)
Warrants to  purchase  300,000  shares at an exercise  price of $6.00 per share,
exercisable  any time after 90 days of the date hereof.  The Warrants (x) in (i)
and (ii) will be  exercisable in whole or in part during a term of one year from
date on which they can first be exercised  and the Warrants (x) in (iii) will be
exercisable  in whole or in part  during a term of five years from date on which
they can first be exercised,  (y) will include registration rights (as set forth
below), (z) will contain a cashless exercise  provision,  (iv) will have limited
transferability   to  designees  of  Burlington,   (v)  will  contain   standard
anti-dilution  and  price  protection  provisions,  and (vi) will  otherwise  be
acceptable in form and substance to the parties and their respective counsel.

     1.02.  Form Payment.  Payment of the Purchase  Price shall be made by check
drawn on or wire  transfer  from a commercial  bank to the order of the Company,
concurrently with the delivery of the Shares.


         II. ENGAGEMENT OF INVESTMENT BANKING SERVICES; COMPENSATION

     2.01 Engagement of Burlington;  Term. The Company hereby engages Burlington
to provide the Company with  investment  banking and  financial  consulting  and
strategic  planning services,  in connection with the Company,  for a term which
will  terminate on the second  anniversary of the signing of this Agreement (the
"Term").

     2.02  Burlington  Services.  On the terms and  conditions set forth in this
Agreement, Burlington will provide the following services:

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     (a) Burlington will review the Company's structure, operations,  marketing,
capitalization  and development and strategic goals, and will assist in revising
the Company's business plan and in the completion of an updated Company business
summary suitable for presentation to institutional and overseas investors.

     (b) Burlington will provide general technical and business  consulting with
regard to strategic  relationships and entertainment industry based affiliations
for the Company.

     (c)  Burlington  will  review  the  Company's   financial   statements  and
projections and will advise the Company on developing a credible  financial plan
to present to the investment community.

     (d)  Burlington  will advise on  strengthening  and expanding the Company's
management team.

     (e) Burlington will advise on additional  steps to be taken to increase the
potential valuation of the Company by future institutional investors.

     (f) Burlington will advise on additional  steps to be taken to increase the
potential valuation of the Company by future institutional investors.

     (g) Burlington will advise on structuring and marketing a proposed  private
placement,  on a best efforts  basis,  in an aggregate  amount no less than $4.0
million and no more than $12.5 million.

     (h) Burlington  will advise on steps to be taken to prepare the Company for
a future  second public  offering,  and will assist the Company in screening and
selecting an appropriate  underwriter  of such offering and in  negotiating  the
terms of such offering.

     (i) Burlington will assist in identifying and developing  potential  merger
and acquisition  transactions for the Company, in accordance with the provisions
of Section 3.03.

     (j) Burlington will assist the Company, on a best efforts basis and subject
to the  Company  meeting  the  requirements  and  qualifications  of either  the
American Stock Exchange  and/or NASDAQ,  in becoming a listed and traded company
on either the National Market System of the NASDAQ or American Stock Exchange.


                         III. COMPENSATION AND EXPENSES

     3.01  Compensation.  The Company will pay Burlington and or its assignees a
monthly fee of $15,000.00 upon execution of the Agreement and payable in advance
on the first  business  day of each  month,  during the first  twenty-four  (24)
months  of the  Term.  On the one (1) year  anniversary  of this  Agreement  the
Company  and  Burlington  will  review  the  monthly   compensation  as  to  its
appropriateness,  at  which  time  and  by  mutual  agreement  the  Company  and
Burlington may reduce, increase or keep in effect the amount of the monthly fee.

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Burlington  will not seek  additional  compensation  for its services under this
Agreement except as expressly otherwise provided herein.

     3.02.  Expenses.  Notwithstanding  any  provision of this  Agreement to the
contrary,  the  Company  agrees  to  reimburse  Burlington  for  all  reasonable
out-of-pocket  expenses incurred in connection with the services being performed
under  this  Agreement  and as agreed by the  Company.  Burlington  may bill the
Company on a monthly  basis for such  disbursements,  which shall be  reimbursed
promptly upon receipt of invoices  therefore.  Such expense  reimbursement shall
include,  but shall not be limited to, travel  (business class unless  otherwise
agreed), hotel, international and long distance communication costs, courier and
messenger  services,   printing  and  commercial  reproduction  costs,  and  the
reimbursement  of counsel  fees and  disbursements  incurred by  Burlington  and
related to  Burlington'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 Burlington,  copies of which shall be
delivered to the Company. All expenses in excess of $500.00 shall be approved in
advance by the Company.

     3.03 Extraordinary Merger and Acquisition Services.  If, during the Term of
this Agreement, the Company considers any merger or acquisition transaction, and
the Company  requests that  Burlington  represent the Company in negotiating and
consummating   such  merger  or   acquisition,   Burlington   will  act  as  the
representative of the Company in connection with such  transaction,  and will so
assist the Company.  In such event,  Burlington  will be entitled to  contingent
compensation for such extraordinary services, to be equal to one percent (1%) in
year 1, two percent (2%) in year 2 and five percent  (5%)  thereafter  to year 5
payable  in kind with  respect  to any such  merger or  acquisition  transaction
actually entered into by the Company.


                       IV. REPRESENTATIONS AND WARRANTIES

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

     (a) The Company was  incorporated  in the State of  California  and is duly
organized,  validly  existing and in good standing in such state. 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 is a reporting  company  registered under Section 12 of the
Securities  Exchange Act of 1934 and current in its  reporting  with the SEC and
all local, state and Federal agencies.

     (c) The information  concerning the Company and its business,  as furnished
and to be furnished to Burlington,  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
materially  misleading in light of the circumstances under which such statements
are made. The Company will notify Burlington  promptly  concerning any statement
which is not accurate or which is or has become  incomplete or misleading in any
material respect.

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     (d) This  Agreement has been duly and validly  authorized  and 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.

     (e) The Company possesses, and owns or has exclusive license rights 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
Burlington.  To the Company's knowledge,  the Company's use of such intellectual
property rights does not and will not infringe on the rights of any third party.

     (f) The Shares are duly and validly issued,  fully paid and non-assessable,
and the Company has full right and power to sell, assign and deliver such Shares
to  Burlington,  free and  clear of all  liens,  claims  and  encumbrances.  The
Warrants,  when  issued and  delivered  to  Burlington,  will have been duly and
validly issued and are  non-cancelable  and binding  obligations of the Company,
exercisable in accordance with their terms. The Company will have reserved, upon
the issuance of the Warrants, a sufficient number of authorized shares of Common
Stock to enable the Warrants to be exercised in accordance with their terms.

     4.02  Burlington   Representations   and  Warranties.   Burlington   hereby
represents  and  warrants,  knowing  that the Company is relying  thereon,  that
Burlington  (i) is a  broker-dealer  duly  registered  with the  Securities  and
Exchange Commission and various state securities agencies,  and (ii) is a member
firm of the National Association of Securities Dealers, Inc. in good standing.

                           V. ADDITIONAL UNDERTAKINGS

     5.01 Access to Information and Documentation;  Confidentiality. The Company
will make its  personnel,  services,  film and video library and any and product
documentation  available for technical and product inspection,  evaluation,  and
due diligence by Burlington.  In addition,  the Company will cause the Company's
directors,  officers and professional advisers to furnish information and copies
of documents to and to  otherwise  cooperate  with,  counsel for  Burlington  in
connection with  Burlington's  due diligence  activities.  The Company agrees to
furnish  Burlington will all information and date concerning the Company,  which
Burlington  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
strictly confidential by Burlington.

     5.02 Registration  Rights.  The Company agrees to enter into a registration
rights  agreement  with  Burlington  satisfactory  to  Burlington,  under  which
Burlington and its assignees will have piggyback  registration rights for any of
the  Shares,  which  constitute  restricted  securities,   and  for  all  shares
purchasable  through the  exercise of the  Warrants.  Such  registration  rights
agreement shall contain  provisions  customarily  included in investment banking
transactions  and  shall  also  provide  that,  if the  Company  does not file a
registration  statement  for a second public  offering  within 60 days after the

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execution of this Agreement,  the  registration  rights granted shall include at
least one full demand  registration  right at the Company's expense and one such
demand right at Burlington's expense.

                           VI RENEWALS AND TERMINATION

     6.01  Extension  and  Renewal.  The Term may be  extended or renewed by the
mutual written agreement of the parties.

     6.02 Termination.  Either party may terminate this Agreement for cause upon
not less than 15 days notice in the event of a material breach of this Agreement
by the other party, which breach is not cured within 30 days after the giving of
notice to the breaching party specifying the circumstances of such breach.

     6.03  Consequences  of  Termination.  In the  event of any  termination  or
expiration  of this  Agreement,  whether or not for  cause,  and  regardless  of
circumstances  or asserted fault or lack thereof,  Burlington  will be deemed to
have fully earned the compensation represented by the sale and issuance to it of
the Shares and  Warrants,  and no Shares or Warrants will be returned or re-sold
to the Company.

                              VII. INDEMNIFICATION

     7.01  Indemnification.  Because  Burlington will be acting on behalf of the
Company in a variety of matters as set forth in this Agreement, the parties have
agreed that  Burlington will be entitled to  indemnification  under the terms of
the separate letter indemnification agreement attached hereto as Exhibit A.


                               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,
except with  respect to any matter  governed by  applicable  federal  securities
laws.  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.

     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, except by Burlington to Cold Spring Capital,
LTD. (CSC) and only of CSC represents and warrants,  knowing that the Company is
relying  thereon,  that  CSC (i) is a  broker-dealer  duly  registered  with the
Securities and Exchange  Commission and various state securities  agencies,  and
(ii) is a member firm of the National Association of Securities Dealers, Inc. in
good standing and that the principals  associated  with the engagement  have not
material changed.

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     8.04 Survival.  The representations and warranties 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. Notice will be deemed complete upon receipt.

     8.06 Entire Agreement.  This Agreement constitutes the entire understanding
of the  parties  to its  subject  matter,  and  supersedes  any  and  all  prior
agreements or understandings, oral or written. This Agreement may not be changed
except through a written instrument signed by the parties.

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

                                    Sincerely yours,

                                    BURLINGTON CAPITAL MARKETS, INC.

                                    By:   /s/
                                          Chairman and Chief Executive Officer

AGREED:

VIRAL GENETICS, INC.

By:  /s/ Haig Keledjian
      Chairman and Chief Executive Officer

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                                                                       EXHIBIT A





                                    November 1, 2001



Burlington Capital Markets, Inc.
40 Wall Street - 59th Fl.
New York, New York 10005


      Attention:  Chairman and Chief Executive Officer

Dear Sir:

     In connection with your engagement pursuant to our letter agreement of even
date  herewith  (the  "Engagement"),  we agree to  indemnify  and hold  harmless
Burlington Capital Markets,  Inc.  ("Burlington" or "you"), Cold Spring Capital,
LTD., and its affiliates,  the respective directors,  offices,  partners, agents
and  employees  of  Burlington,  Cold  Spring  Capital 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  owners,  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.  If such  indemnification  is for  any  reason  not
available or  insufficient  to hold you harmless,  we agree to contribute to the
Losses  involved in such  proportion as is  appropriate  to reflect the relative
benefits  received (or anticipated to be received) by us and by you with respect
to the  Engagement  or,  if  such  allocation  is  judicially  determined  to be
unavailable,  in such  proportion as is appropriate  to reflect other  equitable
considerations  such as the  relative  fault of us on the one hand and of you on
the other hand; provided,  however,  that, to the extent permitted by applicable
law, the  Indemnified  Persons shall not be responsible for amounts which in the
aggregate are in excess of the amount of all fees actually  received by you from
us in connection with the Engagement.  Relative benefits to us, on the one hand,
and you, on the other hand, with respect to the Engagement shall be deemed to be
in the same  proportion  as (i) the total  value paid or  proposed to be paid or
received or proposed to be received by us or our security  holders,  as the case
may be, pursuant to the transaction(s), whether or not consummated, contemplated
by the  Engagement  bears to (ii) all fees paid or proposed to be paid to you by
us in connection with the Engagement.

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     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 there from. In the event we are
considering entering into one or a series of transactions  involving a merger or
other  business  combination  or  a  dissolution  or  liquidation  of  all  or a
significant  portion of our assets, we shall promptly notify you in writing.  If
requested by you, we shall then establish alternative means of providing for our
obligations set forth herein on terms and conditions reasonably  satisfactory to
you.

     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. Our obligations  hereunder
shall be in  addition  to any  rights  that any  Indemnified  Person may 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:  /s/ Haig Keledjian
                                          Chairman and Chief Executive Officer


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