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.



                           HEMISPHERX BIOPHARMA, INC.



                           ADDITIONAL INVESTMENT RIGHT



Additional Investment Right No. [  ]                 Dated:  _____________, 2004



      Hemispherx Biopharma, Inc., a Delaware corporation (the "Company"), hereby

certifies that, for value received,  [Name of Holder] or its registered  assigns

(the  "Holder"),  is  entitled  to  purchase  from the  Company up to a total of

$2,000,000 in principal amount of 6% senior secured  convertible  debentures due

January 31, 2006 of the Company in the form  attached as Exhibit A hereto  (each

such  debenture,  an  "Additional  Debenture"  and  all  such  debentures,   the

"Additional  Debentures"),  at any time or from time to time from and after July

26, 2004 (the "Trigger Date") and through and including the later of (i) 90 days

following the date on which the Registration Statement is declared effective and

(ii) 90 days following the Trigger Date (the "Expiration  Date"), and subject to

the following  terms and  conditions.  This  Additional  Investment  Right (this

"Additional  Investment  Right")  is  one  of a  series  of  similar  additional

investment rights issued pursuant to that certain Securities Purchase Agreement,

dated as of the  date  hereof,  by and  among  the  Company  and the  Purchasers

identified therein (the "Securities  Purchase  Agreement").  All such additional

investment  rights are  referred  to herein,  collectively,  as the  "Additional

Investment Rights."



      1.  Definitions.  In  addition  to the  terms  defined  elsewhere  in this

Additional  Investment  Right,  capitalized terms that are not otherwise defined

herein  have  the  meanings  given  to such  terms  in the  Securities  Purchase

Agreement.



      2. Registration of Additional Investment Right. The Company shall register

this Additional  Investment  Right, upon records to be maintained by the Company

for that purpose (the "Additional  Investment Right  Register"),  in the name of

the record Holder  hereof from time to time.  The Company may deem and treat the

registered  Holder of this  Additional  Investment  Right as the absolute  owner

hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

{PAGE}



      3.  Registration  of Transfers.  The Company shall register the assignment

and  transfer  of  any  portion  of  this  Additional  Investment  Right  in the

Additional  Investment  Right  Register,   upon  surrender  of  this  Additional

Investment Right, with the Form of Assignment attached hereto duly completed and

signed,  to  the  Company  at  its  address  specified  herein.  Upon  any  such

registration  or  transfer,  a  new  additional  investment  right  to  purchase

Additional  Debentures,  in substantially the form of this Additional Investment

Right (any such new additional  investment  right, a "New Additional  Investment

Right"),   evidencing  the  portion  of  this  Additional  Investment  Right  so

transferred  shall be issued to the transferee  and a New Additional  Investment

Right evidencing the remaining  portion of this Additional  Investment Right not

so  transferred,  if any,  shall  be  issued  to the  transferring  Holder.  The

acceptance of the New  Additional  Investment  Right by the  transferee  thereof

shall be deemed  the  acceptance  by such  transferee  of all of the  rights and

obligations of a holder of an Additional Investment Right.



      4. Exercise and Duration of Additional Investment Right.



            (a) This  Additional  Investment  Right shall be  exercisable by the

registered  Holder at any time or from time to time on or after the Trigger Date

to and including the Expiration  Date;  provided,  however,  that the Expiration

Date shall be extended for each day after the Effectiveness Deadline (as defined

in the Registration  Rights  Agreement) that the  Registration  Statement is not

effective.  At 6:30 P.M., New York City time on the Expiration Date, the portion

of this  Additional  Investment  Right not exercised prior thereto shall be void

and of no  further  force and  effect.  Notwithstanding  anything  herein to the

contrary,  following the Trigger Date, the Company shall have the right,  in its

sole discretion,  to accelerate the Expiration Date (the "Company's Acceleration

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