ENGAGEMENT AGREEMENT



     Agreement  made and entered  into as of March 11, 2005  between  Hemispherx

Biopharma,  Inc. a Delaware Corporation (the "Company") and Ransom W. Etheridge,

of Virginia Beach, Virginia ("Etheridge").



     In  consideration  of the premises and the mutual  covenants and conditions

herein contained the Company and Etheridge hereby agree as follows:



     1. Engagement.  The Company engages Etheridge and Etheridge agrees to serve

the Company as its -----------  General  Counsel It is expressly  understood and

agreed  that all of  Etheridge's  services  hereunder  are being  provided as an

independent contractor and not as an employee for federal tax purposes.



     2. Term.  This Agreement shall  commence,  retroactively,  as of January 1,

2005 and shall terminate on December 31, 2009 (the "Initial  Termination  Date")

unless sooner  terminated in accordance  with Section 5 hereof or unless renewed

as  hereinafter  provided  (such period of service  together  with any extension

thereto hereinafter being called the "Service Period").  This Agreement shall be

automatically  renewed for  successive  one (1) year periods  after the original

Termination Date unless written notice of refusal to renew is given by one party

to the other at least ninety days prior to the initial  Termination  Date or the

expiration of any renewal period.



     3. Fees.



                  (a) For his  services to the  Company  the  Company  shall pay

                  Etheridge an annual fee(the "Annual Fee") of $96,000.00, which

                  shall be subject to  adjustments  as  provided  in  succeeding

                  subsection (c).



                  (b) The  Annual  Fee  shall be paid in  twelve  equal  monthly

                  installments  ("Monthly  Fees") on the last day of each  month

                  during the Service Period commencing on January 1, 2005.



                  (c) On January 1,  2006,  and on January 1 of each  succeeding

                  calendar  year during the Service  Period the Annual Fee shall

                  be  increased  or  decreased  by a  percentage  equal  to  the

                  percentage average increase or decrease in the Bureau of Labor

                  Statistics  "Consumer  Price Index - U.S.  City  Average - All

                  Items" from December of the second preceding year.



         4. Services.  Etheridge  agrees to serve the Company  faithfully and to

the best of his  ability,  and shall  devote  eighty-five  percent  (85%) of his

business  time,  attention  and energies to the  business of the Company  during

regular  business  hours  and at  other  times  during  the  week as  reasonably

requested by the Company and/or required by the demands of his position.



         5. Expenses. During the Service Period, Etheridge, upon presentation of

payment  vouchers  or  receipts,  will  be  reimbursed  for the  reasonable  and

necessary  expenses  incurred  by him in  providing  services  pursuant  to this

Agreement, including expenses for necessary travel and related costs incurred in

commuting  to and  from  Virginia  Beach,  Virginia  as  well  as  expenses  for

maintaining an office and secretarial assistance in Virginia Beach, Virginia.



         6. Disability.During a period of disability,Etheridge shall continue to

                  -----------

receive  full  Monthly  Fees from the  Company  each  month for the term of such

disability  but not to exceed six (6) months;  after the  expiration of said six

(6) months  period,  Etheridge  shall  receive  fifty  percent (50%) of his full

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