EQUITY INVESTMENT AGREEMENT



      THIS EQUITY INVESTMENT  AGREEMENT is dated as of the 2nd day of May, 2006,

(the  "Agreement") by and between  IMPERIAL  CAPITAL  HOLDINGS,  LLC., a limited

liability company (the "Investor"),  and GENETHERA,  INC., a Florida corporation

(the "Company").



      WHEREAS,  the  parties  desire  that,  upon the terms and  subject  to the

conditions  contained herein,  the Company shall issue and sell to the Investor,

from time to time as provided  herein,  and the Investor shall purchase from the

Company up to Five Million U.S.  Dollars  ($5,000,000)  of the Company's  common

stock, par value $0.001 per share (the "Common Stock"); and



      WHEREAS,  such investments will be made in reliance upon the provisions of

Regulation D ("Regulation D") of the Securities Act of 1933, as amended, and the

regulations  promulgated  there under (the  "Securities  Act"), and or upon such

other exemption from the registration  requirements of the Securities Act as may

be available with respect to any or all of the investments to be made hereunder.



      WHEREAS,  the Company has engaged  Brewer  Financial  Services,  LLC.,  an

Illinois  limited  liability  company  (the  "Placement  Agent"),  to act as the

Company's exclusive placement agent in connection with the sale of the Company's

Common Stock to the Investor  pursuant to the Placement Agent  Agreement,  dated

the date hereof, by and among the Company,  the Placement Agent and the Investor

(the "Placement Agent Agreement").



      NOW, THEREFORE, the parties hereto agree as follows:



                                   ARTICLE I.

                               CERTAIN DEFINITIONS



      Section 1.1.  "Advance"  shall mean the portion of the  Commitment  Amount

requested by the Company in the Advance Notice.



      Section  1.2.   "Advance   Date"  shall  mean  the  date  the   securities

broker-dealer  selected  by the  Investor  is in  receipt  of the funds from the

Investor and such  securities  broker-dealer  is in  possession  of free trading

shares from the Company and  therefore an Advance by the Investor to the Company

can be made and the securities broker-dealer can release the free trading shares

to the  Investor.  The Advance  Date shall be the first (1st)  Trading Day after

expiration of the applicable Pricing Period for each Advance.



      Section 1.3.  "Advance Notice" shall mean a written notice to the Investor

setting forth the Advance amount that the Company requests from the Investor and

the Advance Date.



      Section  1.4.  "Advance  Notice  Date"  shall  mean each date the  Company

delivers to the  Investor an Advance  Notice  requiring  the Investor to advance

funds to the Company,  subject to the terms of this Agreement. No Advance Notice

Date shall be less than seven (7) Trading  Days after the prior  Advance  Notice

Date.



      Section 1.5.  "Bid Price" shall mean,  on any date,  the closing bid price

(as reported by Bloomberg  L.P.) of the Common Stock on the Principal  Market or

if the Common Stock is not traded on a Principal  Market,  the highest  reported

bid price for the Common  Stock,  as furnished by the  National  Association  of

Securities Dealers, Inc.



      Section  1.6.  "Closing"  shall mean one of the closings of a purchase and

sale of Common Stock pursuant to Section 2.3.



      Section 1.7.  "Commitment Amount" shall mean the aggregate amount of up to

Five Million U.S. Dollars  ($5,000,000) which the Investor has agreed to provide

to the Company in order to purchase the Company's  Common Stock  pursuant to the

terms and conditions of this Agreement.



      Section 1.8.  "Commitment  Period" shall mean the period commencing on the

earlier to occur of (i) the  Effective  Date,  or (ii) such  earlier date as the

Company and the  Investor  may  mutually  agree in writing,  and expiring on the

earliest to occur of (x) the date on which the Investor  shall have made payment

of Advances  pursuant to this Agreement in the aggregate  amount of Five Million

U.S. Dollars ($5,000,000), (y) the date this Agreement is terminated pursuant to

Section  2.5,  or (z) the date  occurring  twenty-four  (24)  months  after  the

Effective Date.



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      Section 1.9.  "Common  Stock" shall mean the Company's  common stock,  par

value $0.001 per share.



      Section  1.10.  "Condition  Satisfaction  Date" shall have the meaning set

forth in Section 7.2.



      Section 1.11.  "Damages" shall mean any loss,  claim,  damage,  liability,

costs and expenses (including,  without limitation,  reasonable  attorney's fees

and disbursements and costs and expenses of expert witnesses and investigation).



      Section 1.12.  "Effective Date" shall mean the date on which the SEC first

declares  effective  a  Registration  Statement  registering  the  resale of the

Registrable Securities as set forth in Section 7.2(a).



      Section 1.13. "Escrow Agreement" shall mean the escrow agreement among the

Company, the Investor, and David Gonzalez, Esq., dated the date hereof.



      Section 1.14.  "Exchange  Act" shall mean the  Securities  Exchange Act of

1934, as amended, and the rules and regulations promulgated there under.



      Section  1.15.   "Material  Adverse  Effect"  shall  mean  any  condition,

circumstance, or situation that would prohibit or otherwise materially interfere

with the ability of the Company to enter into and perform any of its obligations

under this  Agreement  or the  Registration  Rights  Agreement  in any  material

respect.



      Section  1.16.  "Market  Price"  shall mean the lowest  VWAP of the Common

Stock during the Pricing Period.



      Section 1.17. "Maximum Advance Amount" shall be Two Hundred Fifty Thousand

U.S. Dollars (US $250,000) per Advance Notice.



      Section  1.18.  "NASD" shall mean the National  Association  of Securities

Dealers, Inc.



      Section  1.19.  "Person"  shall  mean  an  individual,  a  corporation,  a

partnership, an association, a trust or other entity or organization,  including

a government or political subdivision or an agency or instrumentality thereof.



      Section  1.20.  "Placement  Agent" shall mean Brewer  Financial  Services,

LLC., a registered broker-dealer, located in the City of Chicago, Illinois.



      Section 1.21. "Pricing Period" shall mean the five (5) consecutive Trading

Days after the Advance Notice Date.



      Section 1.22.  "Principal  Market" shall mean the Nasdaq National  Market,

the Nasdaq SmallCap Market, the American Stock Exchange,  the OTC Bulletin Board

or the New York Stock Exchange,  whichever is at the time the principal  trading

exchange or market for the Common Stock.



      Section 1.23.  "Purchase Price" shall be set at ninety three percent (93%)

of the Market Price during the Pricing Period.



      Section  1.24.  "Registrable  Securities"  shall mean the shares of Common

Stock to be issued hereunder (i) in respect of which the Registration  Statement

has not been  declared  effective by the SEC, (ii) which could not be sold under

circumstances  meeting  all of the  applicable  conditions  of Rule  144 (or any

similar  provision then in force) under the Securities Act ("Rule 144") or (iii)

which have not been otherwise  transferred to a holder who may trade such shares

without  restriction  under the Securities  Act, and the Company has delivered a

new certificate or other evidence of ownership for such securities not bearing a

restrictive legend.



      Section 1.25.  "Registration Rights Agreement" shall mean the Registration

Rights Agreement dated the date hereof, regarding the filing of the Registration

Statement for the resale of the Registrable Securities, entered into between the

Company and the Investor.



{PAGE}



      Section 1.26. "Registration Statement" shall mean a registration statement

on Form  S-1 or  SB-2  (if use of such  form is then  available  to the  Company

pursuant to the rules of the SEC and, if not, on such other form  promulgated by

the SEC for which the Company then  qualifies  and which counsel for the Company

shall deem appropriate,  and which form shall be available for the resale of the

Registrable  Securities  to be  registered  there under in  accordance  with the

provisions  of this  Agreement and the  Registration  Rights  Agreement,  and in

accordance with the intended method of distribution of such securities), for the

registration of the resale by the Investor of the Registrable  Securities  under

the Securities Act.



      Section  1.27.  "Regulation  D" shall  have the  meaning  set forth in the

recitals of this Agreement.



      Section 1.28. "SEC" shall mean the Securities and Exchange Commission.



      Section  1.29.  "Securities  Act" shall have the  meaning set forth in the

recitals of this Agreement.



      Section 1.30.  "SEC  Documents"  shall mean Annual Reports on Form 10-KSB,

Quarterly  Reports  on  Form  10-QSB,  Current  Reports  on Form  8-K and  Proxy

Statements  of the  Company as  supplemented  to the date  hereof,  filed by the

Company for a period of at least twelve (12) months  immediately  preceding  the

date  hereof or the  Advance  Date,  as the case may be,  until such time as the

Company  no  longer  has  an  obligation  to  maintain  the  effectiveness  of a

Registration Statement as set forth in the Registration Rights Agreement.



      Section  1.31.  "Trading Day" shall mean any day during which the New York

Stock Exchange shall be open for business.



                                   ARTICLE II.

                                    ADVANCES



      Section 2.1. Investments



            (a)  Advances.  Upon the  terms  and  conditions  set  forth  herein

(including,  without  limitation,  the provisions of Article VII hereof), on any

Advance  Notice Date the  Company may request an Advance by the  Investor by the

delivery  of an Advance  Notice.  The number of shares of Common  Stock that the

Investor  shall  receive for each Advance  shall be  determined  by dividing the

amount of the Advance by the  Purchase  Price.  No  fractional  shares  shall be

issued.  Fractional  shares  shall be rounded to the next higher whole number of

shares.  The aggregate maximum amount of all Advances that the Investor shall be

obligated to make under this Agreement shall not exceed the Commitment Amount.



      Section 2.2. Mechanics



            (a) Advance Notice.  At any time during the Commitment  Period,  the

Company may deliver an Advance Notice to the Investor, subject to the conditions

set forth in Section  7.2;  provided,  however,  the amount for each  Advance as

designated by the Company in the applicable  Advance  Notice,  shall not be more

than the Maximum Advance Amount.  The aggregate amount of the Advances  pursuant

to  this  Agreement  shall  not  exceed  the  Commitment   Amount.  The  Company

acknowledges  that the  Investor may sell shares of the  Company's  Common Stock

corresponding  with a particular Advance Notice on the day the Advance Notice is

received by the  Investor.  There  shall be a minimum of seven (7) Trading  Days

between each Advance Notice Date.



            (b) Date of Delivery of Advance  Notice.  An Advance Notice shall be

deemed delivered on (i) the Trading Day it is received by facsimile or otherwise

by the Investor if such notice is received  prior to 12:00 noon Eastern Time, or

(ii) the  immediately  succeeding  Trading Day if it is received by facsimile or

otherwise after 12:00 noon Eastern Time on a Trading Day or at any time on a day

which is not a Trading Day. No Advance  Notice may be deemed  delivered on a day

that is not a Trading Day.



      Section 2.3  Termination  of Investment  The obligation of the Investor to

make an  Advance to the  Company  pursuant  to this  Agreement  shall  terminate



permanently  (including  with  respect  to an  Advance  Date  that  has  not yet

occurred)  in the event that (i) there shall occur any stop order or  suspension

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