CONSULTING AGREEMENT

Exhibit 4.1

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is made as the1st day of June, 2007 by and among Viral Genetics, Inc., a Delaware corporation (the “Company”); George Haralampoudis (“Haralampoudis”); and Dennis O’Rourke (“O’Rourke”). Haralampoudis and O’Rourke are collectively referred to as the “Consultants.”

WHEREAS , Consultants desire to render consulting services to the Company and the Company desires to retain Consultants for the purpose of rendering such services, pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE , in consideration of the foregoing recitals and the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1

APPOINTMENT; TERM

Section 1.1.        Appointment . The Company hereby appoints Consultants, and Consultants hereby accepts such appointment, to serve as Consultants to the Company and to perform such services as may be requested from time to time by the Company and agreed to in writing by Consultants during the Term, as hereinafter defined, pursuant to the terms and conditions of this Agreement. Consultants shall have no minimum time commitment.

Section 1.2.       Term . The term of this Agreement shall commence on the date hereof and expire on the six month anniversary date of this Agreement, or on the earliest date this Agreement is terminated pursuant to Section 1.3 (the “ Term ”).

Section 1.3         Termination and/or Expiration. This Agreement may be terminated as follows:

SECTION 2

DUTIES AND OBLIGATIONS OF CONSULTANTS

Section 2.1        General Duties . Consultants shall provide general business consulting services including, but not limited to, issues related to: advising the Company regarding a term sheet for a convertible debenture financing, corporate structure, transaction structuring, and corporate finance matters from time to time during the Term at such times as are mutually agreeable to the Company and Consultants (the “Services”). Consultants shall perform such Services at their discretion.  

Section 2.2          Other Activities . Consultants may engage in any other activities related to any industry including, but not limited to, any industry that is competitive with the Company or any other industry during and after the Term of this Agreement.

SECTION 3

COMPENSATION OF CONSULTANTS

Section 3.1           Payment . As consideration for the Services, the Company shall pay to Consultants:

(a)          five hundred  thousand (500,000) shares (the “Shares”) of common stock allocated as follows: 200,000 unrestricted shares issued to Haralampoudis; and 300,000 unrestricted shares issued to O’Rourke. The Shares shall be issued and deemed earned on the date hereof and shall not be refundable regardless of the termination of this Agreement, and the Shares shall be registered on the Company’s next registration statement that the Shares are eligible to be registered on; and

(b)         the Company shall reimburse Consultants, or cause it to be reimbursed, for all reasonable out-of-pocket expenses incurred by Consultants in the performance of the Services hereunder or in furtherance of the business and/or interests of the Company; provided however, that Consultants shall have previously furnished to the Company an itemized account, reasonably satisfactory to the Company, in substantiation of such expenditures (the “Expenses”).

SECTION 4

INDEPENDENT CONTRACTOR; REPRESENTATION AND WARRANTY

Section 4.1         Status as Independent Contractor . In the performance of the Services, Consultants shall act solely as an independent contractor, and nothing herein contained or implied will