PLACEMENT AGENT AGREEMENT

      THIS PLACEMENT AGENT AGREEMENT (the "AGREEMENT") is entered into as of May
31, 2004 by and between GeneThera,  Inc., a Florida corporation (the "COMPANY"),
and Invest Linc  Securities,  LLC, a Delaware  limited  liability  company  (the
"PLACEMENT AGENT").

      The Company  proposes to offer and sell  exclusively up to $2.5 million in
shares, plus the Over-Allotment, (the "OFFERING") of its common stock, $0.01 par
value per share (the  "SECURITIES") in a registered  offering on Form SB-2 under
the Securities  Act of 1933, as amended (the "ACT").  All Securities are offered
subject to the right of the Company to reject any subscription for Securities in
whole  or in  part  for any  reason  whatsoever  or to  sell to any  prospective
investor less than the number of Securities  subscribed for by such  prospective
investor and subject to certain other conditions.

      The Company has  determined to use the services of the Placement  Agent as
its exclusive agent to solicit  subscriptions for the Securities in the Offering
on a "best  efforts"  basis as set forth in  Section  3 (b),  for as long as the
Offering  continues or until the time period set forth in Section 4(b)  expires,
whichever  first  occurs.  The  Placement  Agent  hereby  agrees  to act in such
capacity and to use its best efforts to find  purchasers  for the  Securities in
accordance with the terms and conditions of this Agreement.  Placement Agent may
engage  other  duly  licensed  agents to  perform  some or all of the  Placement
Agent's duties hereunder  ("PLACEMENT AGENT SYNDICATE MEMBERS").  In such event,
all  arrangements  as to  compensation  of other such Placement  Agent Syndicate
Members shall be determined by Placement  Agent and shall be chargeable  against
the compensation  due to Placement Agent from the Company.  The Company shall be
advised  of and  shall  have the right to  approve  any  other  Placement  Agent
Syndicate Members.

      As promptly as  practicable  following the execution of this  Agreement by
the parties hereto,  the Company shall prepare a Registration  Statement on Form
SB-2,  with  subscription   documents   attached  as  an  exhibit  thereto  (the
"SUBSCRIPTION  DOCUMENTS") for use in conjunction with the offer and sale of the
Securities.  Investors who subscribe for the Securities (the "SUBSCRIBERS") will
be required to complete the Subscription  Documents and execute the Subscription
Agreement  included with the Subscription  Documents.  Such Form SB-2 (as either
may be supplemented or amended from time-to-time) together with the Subscription
Documents is herein called the "OFFERING MEMORANDUM"

      1.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company represents
and warrants to, and covenants and agrees with, the Placement  Agent,  as of the
date hereof, that:

            (a) The Company is a corporation  duly organized,  validly  existing
and in good standing under the laws of Florida,  and has the power and authority
to carry on its  business as  conducted or proposed to be conducted by it and to
hold title to its property, which business and property will be described in the
Offering  Memorandum.  The  Company has the  corporate  power and  authority  to
execute and deliver this Agreement,  to conduct such business and to perform its
obligations  hereunder and  consummate  the  transactions  contemplated  by each
Subscription  Document tendered by a Subscriber that is accepted by the Company,
subject to the approval of the Offering under the Act and applicable  securities
laws of various states ("Blue Sky" laws).

            (b) The Offering Memorandum will not include any untrue statement of
a material fact or omit to state a material fact  necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

            (c) Except as will be disclosed in the  Offering  Memorandum,  there
are no actions, suits,  proceedings or investigations pending or, to the best of
the Company's knowledge, threatened against or affecting the Company.


<PAGE>

            (d) Except as will be  disclosed  in the  Offering  Memorandum,  all
requisite  authorizations,  approvals or orders from any court,  governmental or
regulatory  official  or body  necessary  to permit the  Company to conduct  its
business as will be described in the Offering Memorandum will have been obtained
or are in the process of being applied for prior to the Closing Date (as defined
in Section 4 below). All requisite authorizations,  approvals or orders from any
court or any  governmental  or  regulatory  official or body  necessary  for the
consummation by the Company of the  transactions  contemplated by this Agreement
will have been  obtained or are in the process of being applied for prior to the
Closing Date (as defined in Section 4 below).

            (e) This  Agreement has been duly and validly  authorized,  executed
and delivered by the Company and, when  executed by the  Placement  Agent,  will
constitute  the valid and  binding  agreement  of the  Company,  enforceable  in
accordance  with its terms,  except that (i) such  enforcement may be subject to
the effect of any applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and other similar laws relating to or affecting creditors'
rights  generally and general  principles of equity  (regardless of whether such
enforcement  is  considered  in a  proceeding  in equity or at law) and (ii) the
indemnification  provisions  of this  Agreement  may be held to  violate  public
policy (under  either  federal or state law) in the context of the offer or sale
of securities.

            (f) The  Company's  execution  and delivery of this  Agreement,  the
fulfillment  of  the  terms  set  forth  herein  and  the  consummation  of  the
transactions  contemplated  herein will not conflict with or constitute a breach
of, or default under (i) the  Company's  articles of  incorporation  or by-laws,
(ii) any material  agreement,  indenture or  instrument  by which the Company is
bound, or (iii) to its knowledge,  any law,  administrative  regulation or court
decree.

            (g) It is the  Company's  present  intention to utilize the proceeds
from the sale of the Securities substantially in the manner as will be set forth
in the Offering  Memorandum.  Further,  the Company has no present  intention to
make  any  material  changes  in its  business  as it will be  described  in the
Offering Memorandum.

            (h) On the date  hereof,  and at the  Closing  Date (as  defined  in
Section 4 below), the Company is not or will not be an "investment company" or a
company  "controlled"  by an  "investment  company"  within  the  meaning of the
Investment Company Act of 1940, as amended.

            (i)  Any  written  or  oral  information   provided  to  prospective
purchasers of Securities by authorized representatives of the Company other than
the Placement Agent ("AUTHORIZED PERSONS") will not contain any untrue statement
of a material fact or, when taken together with the information set forth in the
Offering Memorandum, omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

            (j) The sale of the Securities has been duly and validly  authorized
by the Company.  There are no outstanding  options,  warrants or other rights to
purchase or  otherwise  acquire any  Securities  of the Company or any  security
convertible  into such  Securities,  except as will be described in the Offering
Memorandum.

            (k) The Company agrees to indemnify the Placement Agent with respect
to any claim for finder's fees made by persons other than the Placement Agent in
connection  with the  Offering.  No director  or  principal  shareholder  of the
Company is a member of a broker-dealer  registered with the National Association
of Securities Dealers,  Inc. (the "NASD") or an employee or associated member of
a broker-dealer registered with the NASD.

            (l) Any financial  statements and related notes that may be included
in the Offering  Memorandum  will fairly  represent the  financial  position and
results of the  operations  of the  Company at the dates and for the  periods to
which  they  relate.  Said  financial  statements  and  related  notes have been
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently  applied  throughout  the  periods  involved  and  comply  with the
requirements  of the  Securities  Act of 1933,  as  amended,  and any  financial
information to be set forth in the Offering  Memorandum  will fairly present the
financial  condition  of the  Company  and will  have been  prepared  on a basis
consistent with such financial statements or the books of the Company.


                                       2
<PAGE>

            (m) Subsequent to the respective dates of which information is given
in the Offering  Memorandum  and prior to the closing date of the Offering;  (i)
the Company will not incur or will not have incurred any material liabilities or
obligations,  direct or contingent,  or entered into any material  transactions,
not in the ordinary  course of business;  (ii) the Company will not have paid or
declared any dividends or other  distributions  on its capital stock;  and (iii)
there will not be and not have been any material  change in the capital stock or
outstanding  indebtedness  of the  Company,  or any material  adverse  change or
development  involving a prospective material adverse change in or affecting the
business,  business prospects,  financial  condition,  or results of operations,
present or prospective, or the Company.

            (n) The Company has filed all necessary  federal,  state and foreign
income and  franchise tax returns and has paid or accrued all taxes due thereon.
The  Company  has no  knowledge  of any tax  proceeding  or  action  pending  or
threatened  against the  Company  which might  materially  adversely  affect the
business,  business  prospects,  financial  condition  or results of  operation,
present  or  prospective,  of  the  Company  or  the  respective  businesses  or
properties of the Company, other than as described in the Offering Memorandum.

      2.  REPRESENTATIONS  AND WARRANTIES OF THE PLACEMENT  AGENT. The Placement
Agent hereby  represents  and warrants to, and  covenants  and agrees with,  the
Company, as of the date hereof, that:

            (a)  The  Placement  Agent  is  a  limited  liability  company  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware,  with the limited liability company power and authority to conduct its
business, to execute and deliver this Agreement,  and to perform the obligations
contemplated  herein.  The Placement Agent is an "accredited  investor," as such
term is defined in Regulation D promulgated under the Act.

            (b) This  Agreement has been duly and validly  authorized,  executed
and  delivered by the Placement  Agent and,  when executed by the Company,  will
constitute the valid, binding and enforceable  agreement of the Placement Agent,
except to the extent that (i) such  enforcement  may be subject to the effect of
bankruptcy,  insolvency,  reorganization,  moratorium, fraudulent conveyance and
other similar laws  relating to or affecting  the rights of creditors  generally
and general  principles of equity  (regardless  of whether such  enforcement  is
considered  in a proceeding in equity or at law),  and (ii) the  indemnification
provisions of this  Agreement may be held to violate public policy (under either
federal or state law) in the context of the offer or sale of securities.

            (c) The Placement  Agent's execution and delivery of this Agreement,
and the performance of its obligations hereunder, will not result in a breach or
violation of any of the terms and  provisions of, or constitute a default under,
its articles of organization or operating agreement, any agreement or instrument
to which it is a party or by which it is bound, or any judgment,  decree,  order
or, to its knowledge,  any statute,  rule or regulation  applicable to Placement
Agent.

            (d) As of the  date  of the  Offering  Memorandum,  the  information
contained in the Offering  Memorandum  relating to the Placement  Agent, if any,
will not  include  any untrue  statement  of a material  fact or omit to state a
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

            (e) The  Placement  Agent  is (i) a  broker-dealer  duly  registered
pursuant to the  provisions  of the Exchange Act; (ii) a member in good standing
of the NASD; and (iii) duly registered as a  broker-dealer  under the applicable
statutes and  regulations of each state in which the Securities  will be offered
and  sold,  except  such  states  in which the  Placement  Agent is exempt  from
registration or such registration is not otherwise required.


                                       3
<PAGE>

            (f) Except as will be disclosed in the  Offering  Memorandum,  there
are no actions, suits,  proceedings or investigations pending or, to the best of
the Placement Agent's  knowledge,  threatened against or affecting the Placement
Agent.

            (g) All requisite authorizations, approvals or orders from any court
or  any   governmental  or  regulatory   official  or  body  necessary  for  the
consummation  by the Placement  Agent of the  transactions  contemplated by this
Agreement  will have been  obtained or are in the  process of being  applied for
prior to the Closing Date (as defined in Section 4 below).

            (h)  Any  written  or  oral  information   provided  to  prospective
purchasers of Securities by authorized representatives of the Placement Agent or
Placement  Agent  Syndicate  Members will not contain any untrue  statement of a
material  fact or, when taken  together  with the  information  set forth in the
Offering Memorandum, omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

      3. SALE OF THE  SECURITIES  BY THE  PLACEMENT  AGENT.  The Company and the
Placement Agent hereby agree as follows:

            (a) To the extent  required under the Act and applicable  state Blue
Sky laws:

                  (i) The  Offering  will  be  made  within  the  United  States
exclusively to accredited  investors in accordance with the rules promulgated by
the  Securities  and Exchange  Commission  relating to public  offerings  and as
permitted in the jurisdictions in which the Securities are to be offered.

                  (ii) The Placement Agent and the Company shall make reasonable
inquiry to determine  whether an accredited  investor is purchasing  for its own
account or if it is purchasing for the account of others.

                  (iii) In the case of any purchaser  acting on behalf of one or
more third parties,  the Placement  Agent and the Company shall make  reasonable
inquiry to determine that each such third party is an accredited investor.

            (b) The Company hereby appoints the Placement Agent as its exclusive
selling agent to solicit prospective purchasers of the Securities and as such to
effect sales of the  Securities,  on a best efforts  basis,  under the terms and
conditions of this  Agreement.  The Company may terminate the Placement  Agent's
agency  hereunder  immediately upon written notice to the Placement Agent in the
event of the Placement  Agent's failure to perform its obligations  hereunder in
any material  respect,  upon the Placement Agent's material breach of any of its
representations  and warranties  contained herein or upon the Placement  Agent's
gross negligence or willful misconduct.  Subject to the terms and conditions and
upon the basis of the  representations  and  warranties  herein set  forth,  the
Placement  Agent accepts such  appointment and agrees to use its best efforts to
find prospective  purchasers for the Securities in accordance with the terms and
conditions of this  Agreement.  Either party may  terminate  the Agreement  upon
thirty (30) days written notice to the other party.

            (c) Each person desiring to purchase  Securities will be required to
complete and execute the  Subscription  Documents.  Each Subscriber will deliver
payment by wire  transfer or by check payable to the order of the Company or the
appointed  "Escrow Agent," in the amount of the aggregate  purchase price of the
Securities subscribed for. Each Subscriber will return to the Placement Agent or
the Company  such  Subscription  Documents  together  with such a check (or wire
transfer) and any other  documents that may be required  under state  securities
laws or by the Company.  Neither the Placement Agent nor any investment  advisor
is permitted to sign any Subscription Documents for any Investor.


                                       4
<PAGE>

            (d) Upon  receipt  of a  Subscriber's  Subscription  Documents,  the
Company  will  determine  promptly  whether  it wishes to  accept  the  proposed
purchaser as a holder of Securities in the Company, it being understood that the
Company  reserves  the right to reject the tender of any  Subscription  Document
before the end of the second business day following the Company's receipt of the
Subscription  Document;  provided,  however, the Company may subsequently reject
the tender of any  Subscription  Documents in the event that at least $1,000,000
of shares have not been subscribed by the end of the Minimum Offering Period (as
hereinafter defined). Should the Company determine to reject the tender, it will
promptly notify the Placement Agent of such  determination.  The Placement Agent
will notify the Subscriber of such determination, and the Company will issue and
mail (or wire  transfer) (or cause the appointed  Escrow Agent to issue and mail
(or  wire  transfer))  to the  Subscriber,  a check  in an  amount  equal to the
tendered purchase price of the Securities.

      4. CLOSING DATES.

            (a) The Company will hold the closing of this  Offering  (the "FIRST
CLOSING") at any time in its  discretion  on or before sixty (60) days after the
Effective Date and upon receipt of at least  $1,000,000 in shares  subscribed in
accordance with Section 3 above. Thereafter, the Offering will be sold until the
Final  Closing,  which  will  occur on the  earlier of sixty (60) days after the
First  Closing  or the  sale  of the  maximum  placement,  as  described  in the
following paragraph (the "FINAL CLOSING").  The First Closing, Final Closing and
any additional  closing in connection with the  Over-Allotment are each referred
to as a "Closing."

            (b) The time limit for the minimum placement of $1,000,000 of shares
shall be sixty  (60)  days  after the  Effective  Date  (the  "MINIMUM  OFFERING
PERIOD"). If the minimum has not been reached within the Minimum Offering Period
either party may terminate  this Agreement by written notice to the other party.
Upon completion of the minimum  placement  within the Minimum  Offering  Period,
Placement  Agent  shall  have up to the date of the  Final  Closing  in which to
complete the maximum placement,  which shall be $2,500,000 in shares, subject to
the Over-Allotment  (defined below). If by mutual consent, any of the above time
periods may be extended or shortened;  provided,  however,  that no extension of
the Minimum  Offering  Period may be made  without  the  written  consent of all
Subscribers  who have then  executed  Subscription  Documents  and  tendered the
purchase price for such securities.

            (c) If the maximum  placement of  $2,500,000 in shares is reached by
the Final  Closing,  then the Company agrees that it will, for a period of up to
30 days,  sell up to an  additional  $250,000 in shares to investors  previously
contacted by the Placement  Agent (the  "OVER-ALLOTMENT"),  subject to the prior
approval of individual subscriptions as described in Section 3(d), above.

            (d) Included in the  Over-Allotment if requested by the Company will
be the shares of one or more selling shareholders.

      5. COMPENSATION.

            (a) For the  services  of the  Placement  Agent  in  soliciting  and
obtaining purchasers of the Securities,  the Company agrees to pay the Placement
Agent a one-time,  non-refundable fee of $10,000 of which $5000 is to be paid at
the beginning of the engagement and the remaining  $5000 upon the earlier of the
Final Closing or the  termination of this Agreement;  (ii) a selling  commission
equal to ten percent (10%) of the aggregate  proceeds  received from the sale of
Securities at each  particular  Closing (the "SELLING  COMMISSION"),  payable at
each particular  Closing;  (iii) one Placement Agent warrant entitling Placement
Agent or its designees to purchase seven percent (7%) of the number of shares of
Company  Common  Stock  sold  at  each  particular  Closing   ("PLACEMENT  AGENT
WARRANT"),  payable at each  particular  Closing,  which Placement Agent Warrant
will be exercisable at the price of the Securities sold in the Offering, subject
to cashless exercise rights, and (iv) a non-accountable expenses fee equal to 3%
of the total  funds  raised in the round and whose  purpose is to cover  travel,
promotional  and  other  miscellaneous  expenses  incurred  in  syndicating  the
offering.  Notwithstanding  the foregoing,  the total compensation to be paid to
the Placement Agent shall not exceed the compensation  permitted by the rules of
the NASD.


                                       5
<PAGE>

            (b) Each  Placement  Agent  Warrant  shall  have  cashless  exercise
rights.  Placement Agent shall pay $10.00 for the Placement  Agent Warrant.  The
Placement Agent Warrant will have a five-year exercise period.

            (c) For the services of the Placement  Agent in connection  with any
Strategic  Transaction with any person or entity (or an affiliate  thereof) with
whom  the  Company  had  substantive  discussions  about a  potential  Strategic
Transaction  and  which  was  contacted  by  Advisor  during  the  term  of this
Agreement,  Company  agrees to pay  Advisor a success  fee,  upon  closing  of a
Strategic  Transaction  in  which  of 1% of all  Consideration  received  by the
Company and/or its stockholders  initially and  subsequently,  including without
limitation   contingent   Consideration   and   other   post-closing   payments.
"Consideration" will be deemed to include extraordinary  dividends,  forgiveness
of debt,  and  other  consideration  paid in  connection  with  the  transaction
including any indebtedness for borrowed money directly or indirectly  assumed in
connection  with a  transaction,  but shall not include  amounts  payable  under
consulting, non-competition,  employment, severance or other similar agreements.
This fee will be due when the  consideration  is  received by the Company or its
stockholders,  as applicable,  and will be payable in cash at closing (except as
otherwise provided herein). The value of any Consideration  received in the form
of securities will be determined based on the average of the closing daily sales
prices of such  securities on the primary  exchange on which they are traded for
the ten trading days ending two trading days prior to the  transaction  closing.
Should the Company request that Advisor provide an opinion as to the fairness of
the financial  Consideration  to be received by  stockholders  of the Company (a
"Fairness Opinion"),  the request to Advisor must be made at least 30 days prior
to the  delivery  date,  and $75,000  will be due upon  delivery of the Fairness
Opinion.  This amount will be credited against the success fee which will be due
when the Consideration is received,  directly or in escrow. The Fairness Opinion
may be  included  in any  disclosure  document  filed  by the  Company  with the
Securities and Exchange Commission with respect to such proposed  transaction or
in any disclosure document disseminated to the Company's  stockholders to obtain
the stockholders' consent to the transaction,  provided that it is reproduced in
full,  and that any  description  of or  reference  to Advisor or summary of the
Fairness Opinion in the disclosure  document is in a form reasonably  acceptable
to Advisor and its counsel.

      6. TERM.

      The term of this Agreement shall be six months from the execution  hereof,
unless extended by the mutual agreement of the parties.

      7. FURTHER AGREEMENTS OF THE COMPANY.

            (a) The Company covenants and agrees that it will pay or cause to be
paid (i) all expenses and fees in  connection  with the  preparation,  printing,
filing, delivery and shipping of the Offering Memorandum (and all other exhibits
to the Offering  Memorandum and any amendments or supplements  thereto,  but not
including the  preparation or negotiation of this  Agreement);  (ii) filing fees
required in connection  for offering and sale by the  Placement  Agent under the
securities  or Blue  Sky  laws  of the  states  and  other  jurisdictions  where
necessary;  and (iii) all  reasonable  fees and  expenses of  Placement  Agent's
counsel for its review of the Offering Memorandum and work related thereto,  not
to exceed $5,000 without prior approval by the Company.


                                       6
<PAGE>

            (b) If at any  time  when an  Offering  Memorandum  relating  to the
Securities  is  required  to be  delivered  under the Act,  any event  will have
occurred as a result of which,  in the opinion of counsel for the Company or the
Placement  Agent,  the  Offering  Memorandum  includes an untrue  statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading, or if it is necessary at any time to amend
the  Offering  Memorandum  to comply  with the Act,  the Company  promptly  will
prepare an appropriate  supplement or amendment thereto, and will deliver to the
Placement  Agent  such  number  of copies  thereof  as the  Placement  Agent may
reasonably request.

            (c) To the extent  required under the Act and applicable  state Blue
Sky laws:

                  (i) The Company shall exercise  reasonable  care to assure the
Subscribers are not underwriters within the meaning of Section 2(11) of the Act,
shall take all actions  required by state  securities laws, and setting forth or
referring to the restrictions on transferability and sale of the Securities.

                  (ii)  The  Company  will  duly  and  timely  file (i) with the
Commission all required reports,  with respect to the sale of the Securities and
(ii) all reports required to be filed under applicable state securities laws and
regulations and by the regulatory agencies charged with enforcement thereof.

            (d)  The  Company  shall  make  available  to each  offeree  and any
individual  advising such offeree the  opportunity  to ask questions and receive
answers concerning the Company and the terms and conditions of the Offering, and
to obtain any additional information,  to the extent that such information is in
the  possession  of  the  Company  or  can be  acquired  by  any  of it  without
unreasonable  effort  or  expense,  necessary  to  verify  the  accuracy  of the
information contained in the Offering Memorandum.

            (e) The Company will notify the  Placement  Agent  immediately  upon
receipt  thereof  and  confirm  the  notice in writing  of the  issuance  by the
Commission or any state  securities  administrator  of any stop order suspending
the  effectiveness of any  qualification of the Securities for sale or enjoining
the sale of the  Securities  or of the  initiation  of any  proceeding  for that
purpose.  The Company will make every reasonable  effort to prevent the issuance
of any stop order and, if any stop order shall be issued,  to obtain the lifting
of the stop order at the earliest possible time.

            (f) The  Company,  at Company  expense,  shall  establish  an escrow
account which fulfills the Placement  Agent's  obligations as promulgated  under
Rule 15(c)2-4 of the  Securities  Exchange Act of 1934, as amended.  Such escrow
account may be  established  at a mutually  acceptable  national bank or as such
other place as may be agreed upon.

            (g) The Company  agrees to furnish,  at Company's  sole expense,  to
Placement  Agent  throughout  the  life  of the  Placement  Agent  Warrants  the
following documentation:

                  (i) all filings with state and federal  securities  regulatory
bodies,  including without limitation all documents filed with any office of the
United States  Securities and Exchange  Commission,  any exchange upon which the
Company's  securities are listed in any state and copies of all other documents,
reports and information furnished by the Company to its shareholders; and

                  (ii) copies of monthly transfer sheets.

The furnishing of such reports shall not be characterized as additional
compensation.

      8. FURTHER AGREEMENTS OF THE PLACEMENT AGENT.


                                       7
<PAGE>

            (a) The  Placement  Agent  agrees (on behalf of itself and the other
Placement Agent Syndicate  Members) that it will accept  subscriptions only from
investors  who have received a copy of the Offering  Memorandum,  who have fully
completed and executed the  appropriate  Subscription  Documents.  The Placement
Agent  agrees  (on  behalf of itself  and the other  Placement  Agent  Syndicate
Members)  not  to  publish,   circulate  or  use  any  other   advertisement  or
solicitation  material  without  the prior  written  approval  of the Company or
otherwise  conduct the offering in a manner which would be deemed to be a public
offering  where  this  would  violate  any  federal  or  state  securities  laws
applicable to the Offering.

            (b) The  Placement  Agent  agrees (on behalf of itself and the other
Placement Agent Syndicate Members) to solicit Subscribers only in the states and
other  jurisdictions  that such  solicitation can be made in accordance with any
limitations  described  therein and in the states and jurisdictions in which the
Placement  Agent (or any  Placement  Agent  Syndicate  Members)  is  licensed or
qualified to make offers and sales of the Securities. The Placement Agent agrees
(on behalf of itself and the other  Placement  Agent  Syndicate  Members) not to
make offers and sales to residents of foreign countries.

            (c) The Placement Agent (on behalf of itself and the other Placement
Agent  Syndicate  Members)  agrees  to keep  confidential  and not  provide  any
information  to  prospective  purchasers  of  Securities  or other  persons  not
contained in the Offering Memorandum or publicly disclosed and available.

            (d) The  Placement  Agent shall use its best  reasonable  efforts to
register or qualify the  Securities  to be offered in the  Offering in each such
state as the Placement  Agent shall  determine to offer and sell the  Securities
(or in which any Placement  Agent Syndicate  Member  determines to offer or sell
the Securities).

      9. INDEMNIFICATION.

            (a) The Company  agrees to  indemnify  and hold  harmless  Placement
Agent and each person who controls Placement Agent within the meaning of the Act
(collectively,  the "PLACEMENT AGENT  INDEMNIFIED  PARTIES") against any losses,
claims, damages or liabilities, joint or several (including, without limitation,
any  legal  or  other  expenses  reasonably  incurred  by such  Placement  Agent
Indemnified Party in connection with  investigating or defending any such claim,
liability or action), to which such Placement Agent Indemnified Party may become
subject under the Act or otherwise,  insofar as such losses,  claims, damages or
liabilities  (or actions in respect  thereof) arise out of or are based upon (i)
any untrue  statement or alleged  untrue  statement of a material fact contained
(A) in the  Offering  Memorandum  or any  amendment  or  supplement  thereof  or
thereto,  as  applicable,  or (B) in any Blue Sky  application or other document
executed  by the Company  specifically  for that  purpose or based upon  written
information furnished by the Company filed in any state or other jurisdiction in
order to qualify any or all of the Securities  under the securities laws thereof
(any such application,  document or information being hereinafter called a "BLUE
SKY  APPLICATION");  (ii)  the  omission  or  alleged  omission  to state in the
Offering  Memorandum  or any  amendment  or  supplement  thereof or thereto,  as
applicable,  or in any Blue Sky  Application,  a material  fact  required  to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under  which  they  were  made,  not  misleading;  or  (iii)  any
misrepresentation,  breach of warranty or  nonfulfillment  of any  agreement  or
covenant  on the  part  of  the  Company  under  this  Agreement,  or  from  any
misrepresentation  in or omission  from any  certificate,  agreement,  schedule,
statement,  document or  instrument  furnished to the Placement  Agent  pursuant
hereto; provided,  however, that the Company will not be liable in any such case
to the extent that any such loss,  claim,  damage or liability (x) arises out of
or is based upon an untrue  statement or alleged untrue statement or omission or
alleged   omission  made  in  reliance  upon  and  in  conformity  with  written
information furnished to the Company by the Placement Agent specifically for use
with  reference  to the  Placement  Agent  in the  preparation  of the  Offering
Memorandum  or  any  such  Blue  Sky  Application  or  any  such  amendments  or
supplements  thereto or (y) is  primarily  the result of the  Placement  Agent's
willful  misconduct or gross  negligence.  This  indemnity  agreement will be in
addition to any liability which the Company may otherwise have.


                                       8
<PAGE>

            (b) The  Placement  Agent agrees to indemnify  and hold harmless the
Company   and  each  of  its   directors,   officers,   employees,   agents  and
representatives  (collectively,  the "COMPANY INDEMNIFIED  PARTIES") against any
losses,  claims,  damages or liabilities,  joint or several (including,  without
limitation,  any legal or other  expenses  reasonably  incurred by such  Company
Indemnified Party in connection with  investigating or defending any such claim,
liability or action), to which such Company Indemnified Party may become subject
under  the  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon (i)
any untrue  statement or alleged  untrue  statement of a material fact contained
based upon written  information  supplied by the Placement  Agent  regarding the
Placement  Agent (A) in the Offering  Memorandum  or any amendment or supplement
thereof or thereto,  as applicable,  regarding the Placement Agent or (B) in any
Blue Sky  Application;  (ii) the  omission  or alleged  omission to state in the
Offering  Memorandum  or any  amendment  or  supplement  thereof or thereto,  as
applicable,  or in any Blue Sky  Application,  a  material  fact  regarding  the
Placement  Agent  required  to be  stated  therein  or  necessary  to  make  the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading;   or  (iii)  any  misrepresentation,   breach  of  warranty  or
nonfulfillment  of any agreement or covenant on the part of the Placement  Agent
under this  Agreement,  or from any  misrepresentation  in or omission  from any
certificate, agreement, schedule, statement, document or instrument furnished to
the Company pursuant hereto.

            (c)  Promptly  after  receipt  by an  indemnified  party  under this
Section 9 of notice of the commencement of any action,  such  indemnified  party
will, if a claim in respect thereof is to be made against any indemnifying party
under  this  Section  9,  notify  in  writing  the  indemnifying  party  of  the
commencement  thereof; but the omission so to notify the indemnifying Party will
not relieve it from any liability under this Section 9. The  indemnifying  party
shall,  upon the request of the  indemnified  party,  retain counsel  reasonably
satisfactory to the indemnified party to represent the indemnified party and any
others the indemnifying party may designate in such proceedings and shall pay as
incurred  the  reasonable  fees and  expenses  of such  counsel  related to such
proceeding.  In no event shall the indemnifying party be liable for the fees and
expenses of more than one counsel for all indemnified parties in connection with
any one action or separate but  substantially  similar or related actions in the
same jurisdiction  arising out of the same general  allegations or circumstances
(other than such local counsel as may be employed by counsel to the  indemnified
parties to render legal  advice with  respect to the laws of, or legal  services
in, states or jurisdictions  other than those states and  jurisdictions in which
counsel to the  indemnified  parties is admitted  to practice  law.) In any such
proceeding,  any indemnified party shall cooperate in the defense and shall have
the right to retain its own counsel at its own expense.  In case any such action
is brought against any indemnified  party, and it notifies an indemnifying party
of the  commencement  thereof,  the  indemnifying  party  will  be  entitled  to
participate therein, and, to the extent that it may wish, jointly with any other
indemnifying  party,  similarly  notified,  to assume the defense  thereof,  the
indemnifying  party  will not be liable to such  indemnified  party  under  this
Section  9 for  any  legal  or  other  expenses  subsequently  incurred  by such
indemnified party in connection with the defense thereof.  In the event that the
indemnified  party  assumes  the  defense  of such  action  or  proceeding,  the
indemnified  party will keep the indemnifying  party reasonably  informed of the
progress of any defense, compromise or settlement and will cooperate and consult
with  the  indemnifying  party  and its  counsel  in  connection  therewith.  No
indemnifying  party will enter into any comprise or  settlement  of any claim or
action without the consent of the indemnified  party,  which consent will not be
unreasonably  withheld.  Likewise,  No  indemnified  party  will  enter into any
comprise  or  settlement  of any  claim or action  without  the  consent  of the
indemnifying party, which consent will not be unreasonably withheld.

      10.  EFFECTIVE  DATE. Upon the execution and delivery of this Agreement by
all of the parties  hereto,  this Agreement will become  effective upon the date
specified on the signature page hereto.  The Offering shall become  effective at
such time as the Company  informs the Placement Agent that the Offering has been
approved by the Company's  Board of Directors and  indicating  that the Offering
Memorandum is released for distribution.


                                       9
<PAGE>

      11.  SURVIVAL  OF  INDEMNITIES,   WARRANTIES  AND   REPRESENTATIONS.   The
respective  indemnity agreements of the Company and Placement Agent contained in
Section 9 hereof,  and the  representations  and  warranties  of the Company and
Placement  Agent set forth herein,  will remain  operative and in full force and
effect,  regardless of any  termination or cancellation of this Agreement or any
investigation  made by or on behalf of the Company or  Placement  Agent,  or any
controlling  person  referred to in Section 9, and will  survive the delivery of
and payment for the Securities,  and any successor of the Placement Agent or the
Company or of any such  controlling  person or any legal  representative  of any
such controlling  person, as the case may be, will be entitled to the benefit of
the respective indemnity agreements.

      12. CREDIT. Upon Closing of any Offering,  Placement Agent may, at its own
expense,  place  announcements in financial and other newspapers and periodicals
(such  as  customary  "tombstone"  advertisement)  describing  its  services  in
connection therewith.  Notwithstanding,  Placement Agent is hereby authorized to
include the Company on its publicly disclosed list of clients.

      13.  NOTICES.  Except as is  otherwise  provided  in this  Agreement,  (a)
whenever  notice is required by the provisions of this Agreement or otherwise to
be given to the Company, such notice will be in writing addressed to the Company
at 3930  Youngfield  Street,  Wheat Ridge,  Colorado 80033  Attention:  Dr. Tony
Milici.; and (b) whenever notice is required by the provisions of this Agreement
or  otherwise  to be given to  Placement  Agent,  such notice will be in writing
addressed to the Placement Agent at 120 N. Congress St., Ste. 400,  Jackson,  MS
39201, Attention: LeRoy H. Paris, II. Any notice referred to herein may be given
in writing or by telecopy or telephone  and if by telecopy or telephone  will be
immediately confirmed in writing.  Notice (unless actual) will be effective upon
mailing or telecopy transmission, as the case may be.

      14.  PERSONS  ENTITLED TO BENEFIT OF  AGREEMENT.  This  Agreement  is made
solely for the benefit of  Placement  Agent,  the  Company  and the  controlling
persons  referred to in Section 9 hereof,  and their  respective  successors and
assigns,  and no other  person will  acquire or have any right by virtue or this
Agreement,  and the term  "successors  and assigns," as used in this  Agreement,
will not include any Purchaser.

      15. DISPUTE RESOLUTION.  (a) If a dispute arises out of or relates to this
Agreement, the parties agree first to try in good faith to settle the dispute by
mediation before resorting to arbitration or litigation.  The parties agree that
the mediator shall be chosen no later than thirty (30) days after the submission
of a claim by either party, and that the mediation process shall be concluded no
later than  thirty (30) days after  selection  of the  mediator.  If the parties
cannot  agree on the  selection  of a  mediator,  one shall be  selected  by the
American Arbitration  Association ("AAA"). The fees and expenses of the mediator
shall be borne equally by the parties.  (b) If the  controversy  is not resolved
through  mediation  pursuant to Paragraph (a) above,  the parties agree that any
controversy  or claim  arising  out of or relating  to this  Agreement  shall be
determined by binding arbitration.  This transaction involves commerce,  and the
arbitration  is  subject to and shall be  conducted  by a single  arbitrator  in
accordance with the United States Arbitration Act  notwithstanding any choice of
law provision in this Agreement,  and under the Commercial  Arbitration Rules of
the AAA. The  arbitrator  shall have  authority to award damages and grant other
relief he deems  appropriate.  The  arbitrator  shall give  effect to statues of
limitation in determining any claim.  Reasonable discovery shall be permitted in
any  arbitration  proceeding.  Any  controversy  concerning  whether an issue is
arbitrable, shall be determined by the arbitrator. Judgment upon the arbitration
award may be entered in any court having jurisdiction.  The fees and expenses of
the arbitrator  and AAA shall be borne equally by the parties.  Any mediation or
arbitration under this Section 15 shall be held in Texas.

      16.  GOVERNING  LAW. This  Agreement is to be governed by and construed in
accordance with the laws of the State of Illinois,  without regard to principles
of conflicts of law.


                                       10
<PAGE>

      17. COUNTERPARTS.  This Agreement may be executed simultaneously in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the
same Agreement.

      18.  ENTIRE  AGREEMENT.   This  Agreement,   including  all  exhibits  and
schedules,  sets  forth the  entire  agreement  of the  Placement  Agent and the
Company with respect to the subject  matter hereof and terminates and supersedes
all prior agreements and understandings between or among the Placement Agent and
the Company with respect to the subject matter hereof.

      19.  HEADINGS.  The  descriptive  headings  in this  Agreement  have  been
inserted for convenience only and do not constitute a part of this Agreement.


                                       11
<PAGE>

      IN WITNESS WHEREOF, the parties have entered into this Agreement effective
as of the as of the date first set forth above.




                                 GENETHERA, INC.


                                 By: _________________________________
                                     Dr. Tony Milici, Chairman, President & CEO

                                 Date: ________________________________


INVEST LINC SECURITIES, LLC


By:________________________________________
   Randy A. Grudzinski, President

Date:_____________________________________



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