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

      accordance with the terms of the Note.





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3.    During the period from the date hereof through the earlier of (i) the date

      which is 10 days  prior to the date (the  "Redemption  Date") the court in

      the  Case  entitled  Sass  sets  for  redemption  of the  outstanding  tax

      certificates (provided;  however, if ISI receives notice of the Redemption

      Date and prior to the date which is 10 days prior to the  Redemption  Date

      the case is terminated with  prejudice,  this Section 3 (i) shall be of no

      force of  effect),  (ii) May 31,  2003,  and (iii) the date of an Event of

      Default  (the  "Forbearance  Period"),  Lender  agrees to  forbear  in the

      exercise  of the rights and  remedies  available  to Lender as a result of

      defaults under the Note.



4.    At any time during the Forbearance Period, HEB shall have the right to pay

      Lender $425,000 in HEB common stock, par value $.001 per share,  under the

      terms set forth on Exhibit A attached  hereto,  in full  settlement of all

      obligations of Debtor to Lender,  including the Existing Debt.  Debtor and

      Lender shall  exchange  general  releases at the time of any such payment,

      and  Lender  shall  promptly  take all  actions as shall be  necessary  or

      desirable  to release  its liens on the  property  of Debtor.  On the date

      hereof,  Debtor is selling its inventory to HEB and granting HEB a license

      to sell ALFERON N Injection. As partial compensation for the inventory and

      the license, Debtor shall receive 487,000 shares (the "ISI Shares") of HEB

      common stock. HEB is obligated to register the resale of the ISI Shares on

      a  Form  S-3  Registration  Statement.  For a  period  commencing  on  the

      effective date of the Registration  Statement and ending on the earlier of

      (a)  the  date 90  days  after  the  effective  date  of the  Registration

      Statement and (b) the date on which the  registration  statement  covering

      the  shares  issued to the  Lender,  described  in  Exhibit  A hereof,  is

      declared effective, Debtor agrees to pay Lender, within 10 days of the end

      of each calendar  month,  15% of the net proceeds Debtor receives from the

      sale of the ISI Shares. Any proceeds paid by Debtor to Lender shall reduce

      the amount  required to be paid by HEB to Lender  under (ii) above and HEB

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