SECURITIES PURCHASE AGREEMENT



         THIS SECURITIES PURCHASE AGREEMENT is dated as of February 3, 2004 by

and among ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the "Company"),

and JAMES F. DICKE II and JAMES F. DICKE III (each of whom is hereinafter

referred to as a "Purchaser" and all of whom are referred to as "Purchasers").



                                    RECITALS



         WHEREAS, the parties desire that, upon the terms contained herein, the

Company shall issue and sell to Purchasers and Purchasers shall purchase from

the Company, (i) 120,000,000 shares (the "Shares") of the Company's common

stock, par value $0.00001 per share (the "Common Stock"); and (ii) warrants to

purchase 15,000,000 shares of Common Stock (the "Warrants") in the form attached

hereto as EXHIBIT A. For purposes of this Agreement, the term "Securities" shall

mean the Shares, the Warrants, and the shares of Common Stock which may be

purchased pursuant to the Warrants (the "Warrant Shares").



         WHEREAS, such investment will be made in reliance upon the provisions

of Section 4(2) of the Securities Act of 1933, as amended (the "Securities

Act"), and the regulations promulgated thereunder, and or upon such other

exemption from the registration requirements of the Securities Act as may be

available with respect to any or all of the investments to be made hereunder.



         WHEREAS, contemporaneously with the execution and delivery of this

Agreement, the parties hereto are executing and delivering a Registration Rights

Agreement substantially in the form attached hereto as Schedule B (the

"Registration Rights Agreement") pursuant to which the Company has agreed to

provide certain registration rights under the Securities Act and applicable

state securities laws.



         NOW, THEREFORE, the parties hereto agree as follows:



1.       SALE AND PURCHASE OF THE SHARES AND WARRANTS; CLOSING



         1.1. SALE AND PURCHASE OF THE SHARES AND THE WARRANTS. Upon the terms

hereof and in reliance on the representations and warranties contained herein,

or made pursuant hereto, the Company will issue and sell to each Purchaser and

each Purchaser agrees (on a several basis and not on a joint basis) to purchase

from the Company that number of Shares on the closing dates specified in the

table at Section 1.2 under Purchaser's name at a purchase price of $.10 per

share. Each Purchaser shall be issued at the first closing specified in Section

1.2 the right to purchase one Warrant Share pursuant to the Warrant for each

eight shares that Purchaser has agreed to purchase pursuant to this Agreement.



         1.2. AMOUNT OF SHARES AND CLOSING DATES. The closing of the purchase

and sale of the Shares at an aggregate purchase price of $12,000,000 shall occur

in the following amounts no later than 10:00 a.m. on the following closing dates

(the "Closing Dates"):



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{PAGE}



{TABLE}

{CAPTION}



 Closing         Closing Date            James F. Dicke II          James F. Dicke III            Grand Total

 -------         ------------            -----------------          ------------------            -----------

                                          (Dollars/shares)           (Dollars/shares)          (Dollars/shares)

                                          ----------------           ----------------          ----------------

{S}            {C}                         {C}                        {C}                       {C}

   1ST         February 5, 2004              $1,500,000                 $1,500,000                $3,000,000

                                           15,000,000 shs             15,000,000 shs            30,000,000 SHS

                                            Warrants for               Warrants for              WARRANTS FOR

                                           7,500,000 shs              7,500,000 shs             15,000,000 SHS



   2ND            May 5, 2004                $1,500,000                 $1,500,000                $3,000,000

                                           15,000,000 shs             15,000,000 shs            30,000,000 SHS



   3RD          August 4, 2004               $1,500,000                 $1,500,000                $3,000,000

                                           15,000,000 shs             15,000,000 shs            30,000,000 SHS



   4TH         November 3, 2004              $1,500,000                 $1,500,000                $3,000,000

                                           15,000,000 shs             15,000,000 shs            30,000,000 SHS

                                     ================================================================================

                     TOTAL                   $6,000,000                 $6,000,000                $12,000,000

                                           60,000,000 SHS             60,000,000 SHS            120,000,000 SHS

                                            WARRANTS FOR               WARRANTS FOR              WARRANTS FOR

                                           7,500,000 SHS              7,500,000 SHS             15,000,000 SHS



{/TABLE}



         1.3. CLOSING DELIVERIES.



                  (a) On the first Closing Date the Company shall deliver to

each Purchaser (i) the number of Shares specified in the table at Section 1.2 as

being purchased by the particular Purchaser at the first Closing against

delivery by that Purchaser to the Company of a certified or official bank check

for the purchase price of such shares as specified in the table at Section 1.2,

payable to the order of the Company or wire transfer of immediately available

funds in the same amount; and (ii) a Warrant registered in the particular

Purchaser's name for that number of Warrant Shares specified under Purchaser's

name in the table at Section 1.2.



                  (b) On each of the second, third and fourth Closing Dates, the

Company shall deliver to each Purchaser the number of Shares specified in the

table at Section 1.2 as being purchased by the particular Purchaser at the

particular Closing against delivery by that Purchaser to the Company of a

certified or official bank check for the purchase price of such shares as

specified in the table at Section 1.2, payable to the order of the Company or

wire transfer of immediately available funds in the same amount.



         1.4. LEGENDS. The certificate(s) representing the Shares and Warrants

delivered to each Purchaser at Closing (and the shares issued upon exercise of

the Warrants) shall be stamped or otherwise imprinted with a legend

substantially similar to the following (in addition to any other legend required

under applicable state securities laws):



         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED

         UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED,

         SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL

         REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL OR BASED ON

         OTHER WRITTEN EVIDENCE IN THE FORM AND SUBSTANCE SATISFACTORY TO THE

         ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE, OR

         HYPOTHECATION IS IN COMPLIANCE THEREWITH.



2.       PURCHASER'S REPRESENTATIONS AND WARRANTIES



         Each Purchaser represents and warrants, severally and solely with

respect to itself and its purchase hereunder and not with respect to any other

Purchaser, that:







                                       2

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         2.1. ACCREDITED INVESTOR. The Purchaser is an "Accredited Investor"

within the meaning of Rule 501 of Regulation D promulgated under the Securities

Act.



         2.2. CAPACITY TO ENTER INTO AGREEMENT. The Purchaser has full right,

power, authority and capacity to enter into this Agreement and to consummate the

transactions contemplated hereby. Upon the execution and delivery of this

Agreement by the Purchaser, this Agreement shall constitute a valid and binding

obligation, enforceable in accordance with its terms against the Purchaser,

except (a) as enforceability may be limited by applicable bankruptcy,

insolvency, reorganization, moratorium or similar laws affecting creditors' and

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