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Forbearance and Settlement Agreement

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Title:

Forbearance and Settlement Agreement

Entities:

Hemispherx BioPharma, Inc.; Interferon Sciences, Inc.; GP Strategies Corporation

Date:

2003

Size:

Preview shows 3KB of 15KB total

Price:

$34

ID:

#162330

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                      FORBEARANCE AND SETTLEMENT AGREEMENT



      THIS  FORBEARANCE  AND SETTLEMENT  AGREEMENT  ("Agreement")  is made as of

March __, 2003, among Interferon Sciences, Inc., a Delaware corporation, with an

office at 783 Jersey Avenue,  New  Brunswick,  New Jersey 08901  ("Debtor"),  GP

Strategies Corporation, a Delaware corporation with an office at 777 Westchester

Avenue,  4th Floor,  White  Plains,  New York 10604  ("Lender")  and  Hemispherx

Biopharma,  Inc., a Delaware corporation,  with an office at 1617 JFK Boulevard,

Suite 660, Philadelphia, Pennsylvania 19103 ("HEB").



                                   BACKGROUND:



      A. As of December 31, 2002, Debtor was indebted to Lender in the amount of

approximately  $ 415,000 (the "Existing  Debt")  pursuant to the provisions of a

Promissory  Note,  dated April 15, 1999, as amended on March 27, 2000 and August

23, 2001 (the "Note");



      B. The Existing Debt is currently due and owing without offset,  deduction

or counterclaim whatever. Lender is entitled to exercise all rights and remedies

available to it under the Note and in accordance with  applicable  law,  without

necessity of further notice or demand.



      C. Debtor has granted and conveyed to Lender a mortgage, dated as of April

15,  1999  (the  "Mortgage"),  upon all of the real  property  and  improvements

thereon  owned by Debtor (the  "Property")  as security for the repayment of the

Existing Debt.



      D. Lender has agreed to accept a settlement of all  obligations  of Debtor

to Lender,  including  the  Existing  Debt;  and has agreed to provide  Debtor a

period  of time to raise  such  funds,  on the terms  and  conditions  set forth

herein.



      NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt and

sufficiency of which is hereby acknowledged, the parties hereto, intending to be

legally bound hereby agree as follows:



1.    The foregoing recitals are hereby incorporated into this Agreement by this

      reference.



2.    Debtor  acknowledges  that as of the date  hereof,  the  Existing  Debt is

      approximately  $415,000,  all of which is due and  payable  by  Debtor  to

      Lender without  defense,  setoff or  counterclaim  (to the extent that any

      such defense,  setoff or  counterclaim  now exists or heretofore  existed,

      Debtor  hereby  expressly  waives  and  releases  same).   Debtor  further

      acknowledges that interest will continue to accrue on the Existing Debt in

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