AGREEMENT dated as of the 28 day of April 2003 (the "Agreement")

between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the

"Investor"), and ADVANCED VIRAL RESEARCH CORP., a corporation organized and

existing under the laws of the State of Delaware (the "Company").



         WHEREAS, the parties desire that, upon the terms and subject to the

conditions contained herein, the Company shall issue and sell to the Investor,

from time to time as provided herein, and the Investor shall purchase from the

Company up to Fifty Million Dollars ($50,000,000) of the Company's common stock,

par value $0.00001 per share (the "Common Stock"); and



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

of Regulation D ("Regulation D") of the Securities Act of 1933, as amended, and

the regulations promulgated there under (the "Securities Act"), 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, the Company has engaged Katalyst LLC to act as the Company's

exclusive placement agent in connection with the sale of the Company's Common

Stock to the Investor hereunder pursuant to the Placement Agent Agreement dated

the date hereof by and among the Company, the Placement Agent and the Investor

(the "Placement Agent Agreement").



         NOW, THEREFORE, the parties hereto agree as follows:





                                   ARTICLE I.

                               CERTAIN DEFINITIONS



         Section 1.1. "Advance" shall mean the portion of the Commitment Amount

requested by the Company in the Advance Notice.



         Section 1.2. "Advance Date" shall mean the date Butler Gonzalez LLP

Escrow Account is in receipt of the funds from the Investor and Butler Gonzalez

LLP, as the Investor's Counsel, is in possession of free trading shares from the

Company and therefore an Advance by the Investor to the Company can be made and

Butler Gonzalez LLP can release the free trading shares to the Investor. No

Advance Date shall be less than six (6) Trading Days after an Advance Notice

Date.



         Section 1.3.      "Advance Notice" shall mean a written notice to the

Investor setting forth the Advance amount that the Company requests from the

Investor and the Advance Date.



         Section 1.4.      "Advance Notice Date" shall mean each date the

Company delivers to the Investor an Advance Notice requiring the Investor to

advance funds to the Company, subject to the terms of this Agreement. No Advance

Notice Date shall be less than seven (7) Trading Days after the prior Advance

Notice Date.





{PAGE}



         Section 1.5.      "Bid Price" shall mean, on any date, the closing bid

price (as reported by Bloomberg L.P.) of the Common Stock on the Principal

Market or if the Common Stock is not traded on a Principal Market, the highest

reported bid price for the Common Stock, as furnished by the National

Association of Securities Dealers, Inc.



         Section 1.6.      "Closing" shall mean one of the closings of a

purchase and sale of Common Stock pursuant to Section 2.3.



         Section 1.7.      "Commitment Amount" shall mean the aggregate amount

of up to Fifty Million Dollars ($50,000,000) which the Investor has agreed to

provide to the Company in order to purchase the Company's Common Stock pursuant

to the terms and conditions of this Agreement.



         Section 1.8.      "Commitment Period" shall mean the period commencing

on the earlier to occur of (i) the Effective Date, or (ii) such earlier date as

the Company and the Investor may mutually agree in writing, and expiring on the

earliest to occur of (x) the date on which the Investor shall have made payment

of Advances pursuant to this Agreement in the aggregate amount of Fifty Million

Dollars ($50,000,000), (y) the date this Agreement is terminated pursuant to

Section 2.5, or (z) the date occurring twenty-four (24) months after the

Effective Date or thirty six (36) months after the Effective Date if the Company

files either an amendment to the effective Registration Statement or a new

Registration Statement has been declared effective.



         Section 1.9.      "Common Stock" shall mean the Company's common stock,

par value $ 0.00001 per share.



         Section 1.10.     "Condition Satisfaction Date" shall have the meaning

set forth in Section 7.2.



         Section 1.11.     "Damages" shall mean any loss, claim, damage,

liability, costs and expenses (including, without limitation, reasonable

attorney's fees and disbursements and costs and expenses of expert witnesses and

investigation).



         Section 1.12.     "Effective Date" shall mean the date on which the SEC

first declares effective a Registration Statement registering the resale of the

Registrable Securities as set forth in Section 7.2(a).



         Section 1.13.     "Escrow Agreement" shall mean the escrow agreement

among the Company, the Investor and Butler Gonzalez LLP dated the date hereof.



         Section 1.14.     "Exchange Act" shall mean the Securities and Exchange

Act of 1934, as amended, and the rules and regulations promulgated there under.



         Section 1.15.     "Material Adverse Effect" shall mean any condition,

circumstance, or situation that would prohibit or otherwise materially interfere

with the ability of the Company to enter into and perform any of its obligations

under this Agreement or the Registration Rights Agreement in any material

respect.





                                       2

{PAGE}



         Section 1.16.     "Market Price" shall mean the lowest closing Bid

Price of the Common Stock during the Pricing Period.



         Section 1.17.     "Maximum Advance Amount" shall be Five Hundred

Thousand Dollars ($500,000) per Advance Notice.



         Section 1.18.     "Minimum Acceptable Price" shall mean a price of the

Company's Common Stock as determined by the Company on the Advance Notice Date

of which the Investor shall be advised of in writing simultaneously with the

Advance Notice. This designation operates as a floor for each Advance. The

Minimum Acceptable Price shall not be set any closer than seven and one-half

percent (7.5%) below the Closing Bid Price of the Common Stock the day prior to

the Advance Notice.



         Section 1.19.     "NASD" shall mean the National Association of

Securities Dealers, Inc.



         Section 1.20.     "Person" shall mean an individual, a corporation, a

partnership, an association, a trust or other entity or organization, including

a government or political subdivision or an agency or instrumentality thereof.



         Section 1.21.     "Placement Agent" shall mean Katalyst LLC a

registered broker-dealer.



         Section 1.22.     "Pricing Period" shall mean the five (5) consecutive

Trading Days after the Advance Notice Date.



         Section 1.23.     "Principal Market" shall mean the Nasdaq National

Market, the Nasdaq SmallCap Market, the American Stock Exchange, the OTC

Bulletin Board or the New York Stock Exchange, whichever is at the time the

principal trading exchange or market for the Common Stock.



         Section 1.24.     "Purchase Price" shall be set at one hundred percent

(100%) of the Market Price during the Pricing Period.



         Section 1.25.     "Registrable Securities" shall mean the shares of

Common Stock to be issued hereunder (i) in respect of which the Registration

Statement has not been declared effective by the SEC, (ii) which have not been

sold under circumstances meeting all of the applicable conditions of Rule 144

(or any similar provision then in force) under the Securities Act ("Rule 144")

or (iii) which have not been otherwise transferred to a holder who may trade

such shares without restriction under the Securities Act, and the Company has

delivered a new certificate or other evidence of ownership for such securities

not bearing a restrictive legend.

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