Exhibit 10.7
Form 10-KSB, 2001
Viral Genetics, Inc.
File No. 000-26875
Viral Genetics, Inc.
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Telephone ▇▇▇-▇▇▇-▇▇▇▇
Facsimile ▇▇▇-▇▇▇-▇▇▇▇
To: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ Consulting
From: Viral Genetics, Inc.
Date: May 23, 2000
Re: Letter Agreement
This letter Agreement is given with reference to the following:
1. Viral entered into an agreement with Americredit National Corporation
which, by it terms, was set to expire on May 12, 2000 unless certain
conditions were met by Americredit. Americredit was unable to meet its
obligations by the date specified under the agreement and Viral,
accordingly, terminated the agreement by letter to Americredit dated
May 13, 2000.
2. ▇▇▇▇▇ now desires to enter into a non-exclusive agreement with Viral
respecting the business of Viral as hereinafter set forth.
3. ▇▇▇▇▇ represents to Viral it has the legal and financial capability to
obtain the sale of capital stock of Viral of not less than $61,000,000
within 24 days of the execution of this agreement by Viral pursuant to
a private placement in accordance with all applicable federal and
state securities law. In exchange therefore and upon receipt of the
$61,000,000 by Viral, Viral shall issue to those investors comprising
the private placement not less than 21% of the total outstanding stock
of Viral on the date of issue as set forth in the private placement.
▇▇▇▇▇ represents it has the experience and expertise to determine the
fair market value for Viral and, for the purposes of this agreement,
has placed an initial total value of Viral at not less than
$300,000,000.
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4. In consideration of Viral allowing ▇▇▇▇▇ the Opportunity to enter into
this non-exclusive agreement for the purposes set forth above, ▇▇▇▇▇
shall deliver to Viral, no later than June 2, 2000, a cashier's check
or wire transfer in the amount of $1,000,000 made payable to Viral and
drawn on a commercially acceptable banking institution. Provided Viral
receives the funds mentioned in Articles 3 above in accordance with
the provisions therein, Viral shall issue to the person giving the
$1,000,000 one percent of the total outstanding shares of Viral as of
the date of execution by ▇▇▇▇▇ of this agreement.
5. ▇▇▇▇▇ shall receive a fee of 10% in the event $60,000,000 is received
by Viral pursuant to the private placement mentioned above.
6. Provided Viral has received the $1,000,000 from ▇▇▇▇▇ mentioned above,
the term of this non-exclusive agreement shall be for a period not to
exceed 6 months from its execution by ▇▇▇▇▇. In the event Viral
receives the funds mentioned in Article 3 above in accordance with the
provisions therein, this agreement shall be exclusive and its term
shall be for a period not to exceed 24 months from its execution by
▇▇▇▇▇.
7. ▇▇▇▇▇ shall receive a fee to be mutually agreed for any future public
offering of the stock of Viral funded by ▇▇▇▇▇ during the term of this
agreement.
8. ▇▇▇▇▇ may not assign this agreement without the prior written consent
of Viral.
9. This agreement when signed below by the indicated representatives of
the parties hereto constitutes the entire agreement of the parties;
supersedes all other agreements; and may only be amended or modified
by a writing signed by both parties.
10. The persons executing this agreement hereby represent each is
authorized to enter into this agreement on behalf of the corporate or
other entity a party hereto.
11. Any notice required or permitted to be given under this agreement by
one party to the other shall be in writing.
12. This agreement shall be governed by the laws of the State of
California.
AGREED: VIRAL GENETICS, INC.
▇▇▇▇▇ CONSULTING:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Addendum
Addendum to a contract dated May 23, 2000 Section 5 in replace to read as
follows:
▇▇▇▇▇ shall receive a fee of 10% cash and 1.5% stock, of the total
outstanding shares of viral, in the event that $60,000,000 is received by Viral
Genetics pursuant to the private placement mentioned above. The 1.5% stock shall
be issued to ▇▇▇▇▇ Consulting after completion of the placement and at the final
transaction. Which will equate to 1.5% of the total outstanding shares of VG,
simultaneously after the $60,000,000 or private placement is completed.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇ Kelledjian
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▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ #▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel (▇▇▇) ▇▇▇-▇▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇ Consulting
Fax
To: ▇▇▇▇ Kelledjian From: ▇▇▇▇ ▇▇▇▇▇
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Fax: ▇▇▇-▇▇▇-▇▇▇▇ Pages: 1
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Phone: ▇▇▇-▇▇▇-▇▇▇▇ Date: 6/25/00
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Re: Extension CC: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Urgent For Review Please Comment Please Reply Please Recycle
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o Comments:
Dear ▇▇▇▇ and Hampar:
▇▇▇▇▇ Consulting is requesting an extension of the original agreement set to
expire on June 28th. This extension is based upon a continuing non-exclusive
agreement that will expire on July 28th, 2000.
▇▇▇▇▇ Consulting along with ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ are aggressively pursuing
multiple sources of funding for Viral Genetics. These efforts have resulted in
locating several new sources of funds as well as continuing to consider the
groups represented by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇.
This agreement would have the same terms based upon a successful closing for the
$61 million investment amount to purchase the agreed upon percentage of Viral
Genetics with the same commission schedules and arrangements. Upon a formal
receipt of a letter of commitment from any of the acceptable funding sources
this agreement would then become an exclusive agreement based upon receipt of
the bridge financing of $1 million prior to closing of the full amount.
If you agree to this extension please sign this fax letter and return a copy of
the signed letter.
Sincerely
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ / President ▇▇▇▇▇ Consulting
Viral Genetics Inc. /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Date 6/25/00
▇▇▇▇▇ Consulting /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Date______
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Date______
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