THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY

NOT BE OFFERED FOR SALE, SOLD,  TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN

EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF

1933,  AS AMENDED,  OR  APPLICABLE  STATE  SECURITIES  LAWS OR (B) AN OPINION OF

COUNSEL,  REASONABLY  SATISFACTORY  TO THE  COMPANY,  THAT  REGISTRATION  IS NOT

REQUIRED UNDER SAID ACT OR APPLICABLE  STATE SECURITIES LAWS. THE SECURITIES MAY

BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN  ACCOUNT OR OTHER LOAN SECURED

BY THE SECURITIES.



THE FOLLOWING  INFORMATION IS PROVIDED  SOLELY FOR PURPOSES OF APPLYING THE U.S.

FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS DEBENTURE. THIS

DEBENTURE  HAS AN ISSUE  PRICE OF  $3,550,000,  AN  AGGREGATE  AMOUNT  OF OID OF

$592,357, AN ISSUE DATE OF OCTOBER 29, 2003 AND A YIELD TO MATURITY OF 14.33 %.



No. __                                                                 $________



                           HEMISPHERX BIOPHARMA, INC.



          6% SENIOR SECURED CONVERTIBLE DEBENTURE DUE OCTOBER 31, 2005



            THIS DEBENTURE (this  "Debenture") is one of a duly authorized issue

of Debentures of HEMISPHERX  BIOPHARMA,  INC., a corporation  duly organized and

existing under the laws of the State of Delaware (the "Company"),  designated as

its 6% Senior  Secured  Convertible  Debentures  Due  October  31,  2005,  in an

aggregate principal amount of up to Four Million, One Hundred Forty-Two Thousand

Three Hundred Fifty-Seven U.S. Dollars (U.S. $4,142,357) (the "Debentures").



            FOR VALUE RECEIVED, the Company promises to pay to ________________,

the holder hereof, or its registered  assigns (the "Holder"),  the principal sum

of _____ Million Dollars  ($_________) on October 31, 2005 (subject to extension

as  provided  herein,  the  "Maturity  Date")  and  to pay  interest  ("Interest

Payments") on the Outstanding Principal Amount at the rate of 6% per annum which

shall be cumulative,  accrue, but not compound,  daily from the date of issuance

of this  Debenture  and be due and  payable  in arrears on the first day of each

Quarterly Period commencing with the Quarterly Period immediately  following the

date of issuance of this Debenture  (each, an "Interest  Payment Date").  If the

Maturity  Date is not a Business  Day, then the Maturity Date shall be deemed to

be the Business Day immediately following such date. If an Interest Payment Date

is not a Business Day, then the Interest Payment shall be due and payable on the

Business Day immediately  following such Interest  Payment Date.  Subject to the

limitations in Sections 11 and 26,  interest shall be payable by the issuance of

shares of Common  Stock  ("Interest  Shares") to the Holder or, at the option of

the Company, in cash (the "Cash Interest Payment");  provided, however, that the

Company may not make Cash  Interest  Payments  and  interest  payments  shall be

payable in Interest  Shares unless the Company  provides  written notice to each

holder  of  Debentures  at least  five  Business  Days  prior to the  applicable

Interest Payment Date that such Interest Payments shall be made in cash.





                                       1

{PAGE}



Interest Shares shall be paid in a number of fully paid and nonassessable shares

(rounded up or down to the  nearest  whole  share) of Common  Stock equal to the

quotient  of (1)  the  amount  of the  Interest  Payment  due on the  applicable

Interest Payment Date divided by (2) ninety-five percent (95%) of the arithmetic

average of the Closing  Sale Price of the Common  Stock on the five  consecutive

Business  Days  ending on and  including  the  third  Business  Day  immediately

preceding the applicable  Interest  Payment Date (the "Interest Share Conversion

Rate");  provided,  further; that in no event may the Company issue more than an

aggregate of 40,000 shares of Common Stock (as equitably  adjusted for any stock

dividend, stock split or other similar transaction),  pro rata among all holders

of Debentures,  in respect of any single Interest  Payment (it being  understood

that the balance of each such  Interest  Payment  shall be paid in the form of a

Cash Interest  Payment).  Notwithstanding  the  foregoing,  the Company shall be

required to make a Cash Interest Payment on any Interest Payment Date if (a) any

event constituting an Event of Default or an event that with the passage of time

and without being cured would  constitute an Event of Default,  has occurred and

is  continuing  on the  Interest  Payment  Date or any date  which is  within 10

Business Days prior to the Interest Payment Date, unless otherwise  consented to

in writing by the holder of the  Debenture  entitled  to receive  such  Interest

Payment  or (b) from and  after  the time that any  Registration  Statement  (as

defined in the Registration Rights Agreement,  the "Registration  Statement") is

required to be effective,  such Registration Statement is not then effective and

available for the resale of all of the Registrable Securities (as defined in the

Registration  Rights  Agreement) on the Interest Payment Date or each date which

is within 10 Business Days prior to the Interest  Payment Date.  Any accrued and

unpaid  interest which is not paid within five (5) Business Days of the Interest

Payment Date on which such  payment of interest  was due shall bear  interest at

the rate of 14.0% per annum from such  Interest  Payment  Date until the same is

paid in full  (or,  if  less,  the  maximum  interest  rate  then  permitted  by

applicable law) (the "Default Interest").



            Interest Payments and payments of principal will be paid only to the

person in whose name this Debenture (or one or more  predecessor  Debentures) is

registered on the records of the Company regarding registration and transfers of

the Debentures (the "Debenture Register").



            This Debenture is subject to the following additional provisions:



      1.  Exchange.  The  Debentures  are  exchangeable  for an equal  aggregate

principal amount of Debentures of different  denominations,  as requested by the

Holder  surrendering  the same. No service  charge will be charged to the Holder

for such registration transfer or exchange.



      2.  Transfers.  This  Debenture  has been  issued  subject  to  investment

representations  of the  original  purchaser  hereof and may be  transferred  or

exchanged in the United States only in  compliance  with the  Securities  Act of

1933, as amended (the "Act"), and applicable state securities laws. Prior to due

presentment for transfer of this Debenture,  the Company may treat the person in

whose name this Debenture is duly registered on the Company's Debenture Register

as the owner hereof for the purpose of receiving  payment as herein provided and

all other  purposes,  whether or not this Debenture is overdue,  and the Company

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