AMENDED AND RESTATED EMPLOYMENT AGREEMENT



THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT

(the "Agreement") is made and entered into as of this 3rd

day of December, 1998, between HEMISPHERX BIOPHARMA, INC., a

Delaware corporation (the "Company"), and William A. Carter, M.D., of

Birchrunville, Pennsylvania (the "Employee").



WHEREAS, the Employee is employed by the Company pursuant

to an Amended And Restated Employment Agreement dated July 1, 1993,

(the "Existing Agreement");



WHEREAS, the Employee and the Company wish to amend and

restate the terms and conditions of the Existing Agreement;



NOW, THEREFORE, the Company and the Employee hereby

amend and restate the Existing Agreement in its entirety and agree as

follows:



1.	Duties of Employee.  The Employee shall, during the

Employment Period (as defined below), be designated as the Chairman of

the Board and Chief Scientific Officer of the Company.  In the Employee's

capacity as such, he shall perform such general management and

administrative duties and functions for the Company as are customarily

performed by the chief executive officer of corporations of a similar size in

the medical research field.



The Employee's duties and functions shall include the

supervision and direction of all scientific and technical activities of the

Company and such other administrative duties or functions as the Board

of Directors of the Company may from time to time reasonably assign the

Employee.  The Employee shall report to the Board of Directors of the

Company in connection with all of his duties and functions.  The

Employee agrees to devote his full working time to the performance of his

duties under this Agreement, to exert his best efforts in the performance of

his duties, and to perform his technical, scientific, and administrative

duties so as to promote the profit, benefit and advantage of the business of

the Company.  Subject to the Employee's Confidentiality, Invention and

NonCompete Agreement referred to in Section 7 hereof, and

notwithstanding the foregoing, nothing herein shall prevent the Employee

from maintaining his appointment as professor at Hahnemann University,

and performing his duties in connection therewith.



2.	Term.  This Agreement shall commence on the date hereof

and shall terminate on May 8, 2004 (the "Initial Termination Date")

unless sooner terminated in accordance with Section 5 hereof or unless

renewed as hereinafter provided (such period of employment together

with any extension thereto hereinafter being called the "Employment

Period").  This Agreement shall be automatically renewed for successive

one (1) year periods after the initial Termination Date unless written

notice of refusal to renew is given by one party to the other at least ninety



{PAGE}

 2

days prior to the Initial Termination Date or the expiration date of any

renewal period.



3.	Compensation. (a) As compensation for the services to be

performed hereunder, the Company shall pay to the Employee a salary

(the "Salary"), as hereinafter provided, payable at such times as salaries

of other senior executives of the company are paid but no less frequently

than monthly.  The Salary shall be at a rate of Three Hundred Sixty One

Thousand Five Hundred and Eighty Six Dollars ($361,586) per year (the

"Base Salary"), which shall be subject to cost-of-living adjustments, as

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