SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION


                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934
                                (Amendment No. 1)


Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X]   Preliminary Proxy Statement
[ ]   Confidential,  for  Use of the  Commission  Only  (as  Permitted  by  Rule
      14a-6(e)(2))
[ ]   Definitive Proxy Statement
[ ]   Definitive Additional Materials
[ ]   Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12

                           Hemispherx Biopharma, Inc.
                ------------------------------------------------
                (Name of Registrant as Specified in its Charter)

    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x]   No fee required.

[ ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)    Title of each class of securities to which transaction applies: _________

2)    Aggregate number of securities to which transaction applies: _________

3)    Per unit price or other underlying value of transaction  computed pursuant
      to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
      calculated and state how it was determined):

4)    Proposed maximum aggregate value of transaction: _________

5)    Total fee paid: __________

[ ]   Fee paid previously with preliminary materials.

[ ]   Check box if any part of the fee is offset as  provided  by  Exchange  Act
      Rule  0-11(a)(2)  and identify the filing for which the offsetting fee was
      paid  previously.  Identify the previous filing by registration  statement
      number, or the Form or Schedule and the date of its filing.

            (1)   Amount Previously Paid: _________

                  (2)   Form, Schedule or Registration Statement No.: _________

                  (3)   Filing Party: _________

                  (4)   Date Filed:




                           HEMISPHERX BIOPHARMA, INC.
                               1617 JFK Boulevard
                        Philadelphia, Pennsylvania 19103

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON JUNE 23, 2004

To the Stockholders of Hemispherx Biopharma, Inc.:

      You are cordially  invited to attend the Annual Meeting of Stockholders of
Hemispherx Biopharma, Inc. ("Hemispherx"), a Delaware corporation, to be held at
the Embassy Suites,  1776 Benjamin Franklin Parkway,  Philadelphia  Pennsylvania
19103, on Wednesday,  June 23, 2004, at 10:00 a.m. local time, for the following
purposes:

            1. To elect six members to the Board of Directors of  Hemispherx  to
      serve until their respective successors are elected and qualified;

            2. To ratify the selection by  Hemispherx's  audit  committee of BDO
      Seidman,  LLP,  independent  public  accountants,  to audit the  financial
      statements of Hemispherx for the year ending December 31, 2004;

            3. To approve  the  issuance  of our common  stock upon  exercise of
      certain warrants and conversion of certain  debentures to comply with AMEX
      Company Guide Section 713;

            4. To adopt the Hemispherx 2004 Equity Incentive Plan; and

            5. To transact  such other  matters as may properly  come before the
      meeting or any adjournment thereof.

      Only stockholders of record at the close of business on April 26, 2004 are
entitled to notice of and to vote at the meeting.

      A proxy statement and proxy are enclosed.  If you are unable to attend the
meeting in person you are urged to sign,  date and  return  the  enclosed  proxy
promptly in the self  addressed  stamped  envelope  provided.  If you attend the
meeting in person,  you may withdraw  your proxy and vote your  shares.  We have
also enclosed our annual report on Form 10-K for the fiscal year ended  December
31, 2003.

                                              By Order of the Board
                                              of Directors

                                              /s/ Ransom W. Etheridge, Secretary
Philadelphia, Pennsylvania
May   , 2004




                                 PROXY STATEMENT

                           HEMISPHERX BIOPHARMA, INC.
                               1617 JFK Boulevard
                        Philadelphia, Pennsylvania 19103

                                  INTRODUCTION

      This proxy statement is furnished in connection  with the  solicitation of
proxies for use at the annual meeting of stockholders  of Hemispherx  Biopharma,
Inc. ("Hemispherx" or the "Company") to be held on Wednesday, June 23, 2004, and
at any  adjournments.  The  accompanying  proxy  is  solicited  by the  Board of
Directors  of  Hemispherx  and is  revocable  by the  stockholder  by  notifying
Hemispherx's Corporate Secretary at any time before it is voted, or by voting in
person at the annual meeting.  This proxy statement and accompanying  proxy will
be distributed to stockholders beginning on or about May 17, 2004. The principal
executive offices of Hemispherx are located at 1617 JFK Boulevard, Philadelphia,
Pennsylvania 19103, telephone (215) 988-0080.

                      OUTSTANDING SHARES AND VOTING RIGHTS

RECORD DATE; OUTSTANDING SHARES

      Only  stockholders  of record at the close of business on April 26,  2004,
the record  date,  are  entitled  to  receive  notice of, and vote at the annual
meeting.  As of the record date, the number and class of stock  outstanding  and
entitled to vote at the meeting was 42,363,928 shares of common stock, par value
$.001 per  share.  Each  share of common  stock is  entitled  to one vote on all
matters.  No other class of securities  will be entitled to vote at the meeting.
There are no cumulative voting rights.

      The six nominees receiving the highest number of votes cast by the holders
of common  stock  represented  and  voting at the  meeting  will be  elected  as
Hemispherx's   directors  and  constitute  the  entire  board  of  directors  of
Hemispherx.  The  affirmative  vote  of  at  least  a  majority  of  the  shares
represented and voting at the annual meeting at which a quorum is present (which
shares voting  affirmatively also constitute at least a majority of the required
quorum) is necessary  for approval of Proposals  No. 2, 3 and 4. Pursuant to the
AMEX Company Guide, votes on Proposal No. 3 by Company  stockholders who own the
debentures  and  warrants  referred to in that  Proposal may not be counted with
regard to that Proposal.




REVOCABILITY OF PROXIES

      If you attend the meeting,  you may vote in person,  regardless of whether
you have submitted a proxy.  Any person giving a proxy in the form  accompanying
this proxy  statement has the power to revoke it at any time before it is voted.
It may be revoked by filing,  with the corporate  secretary of Hemispherx at its
principal  offices,  1617 JFK Boulevard,  Suite 660,  Philadelphia,  PA 19103, a
written  notice of revocation or a duly executed  proxy bearing a later date, or
it may be revoked by attending the meeting and voting in person.

VOTING AND SOLICITATION

      Every stockholder of record is entitled,  for each share held, to one vote
on each proposal or item that comes before the meeting.  There are no cumulative
voting rights.  By submitting  your proxy,  you authorize  William A. Carter and
Ransom W.  Etheridge  and each of them to represent  you and vote your shares at
the meeting in accordance with your instructions.  Messrs.  Carter and Etheridge
and each of them may also vote your shares to adjourn  the meeting  from time to
time  and  will  be  authorized  to  vote  your  shares  at any  adjournment  or
postponement of the meeting.

      Hemispherx  has borne the cost of preparing,  assembling  and mailing this
proxy solicitation  material. The total cost estimated to be spent and the total
expenditures  to  date  for,  in  furtherance  of,  or in  connection  with  the
solicitation of stockholders is approximately $40,000.  Hemispherx may reimburse
brokerage firms and other persons  representing  beneficial owners of shares for
their expenses in forwarding soliciting materials to beneficial owners.  Proxies
may be solicited by certain of Hemispherx's  directors,  officers and employees,
without additional compensation, personally, by telephone or by facsimile.

      We have  hired  the firm of  MacKenzie  Partners,  Inc.  to  assist in the
solicitation  of  proxies  on behalf of the Board of  Directors.  MacKenzie  has
agreed to perform this  service for a proposed fee of $5,000 plus  out-of-pocket
expenses.

ADJOURNED MEETING

      The chair of the meeting  may  adjourn  the  meeting  from time to time to
reconvene  at the same or some other  time,  date and place.  Notice need not be
given of any such  adjournment  meeting if the time,  date and place thereof are
announced at the meeting at which the  adjournment is taken.  If the time,  date
and place of the adjournment  meeting are not announced at the meeting which the
adjournment is taken,  then the Secretary of the Corporation  shall give written
notice of the time, date and place of the adjournment  meeting not less than ten
(10)  days  prior  to  the  date  of  the  adjournment  meeting.  Notice  of the
adjournment  meeting also shall be given if the meeting is adjourned in a single
adjournment to a date more than 30 days or in successive  adjournments to a date
more than 120 days after the original date fixed for the meeting.

TABULATION OF VOTES

      The votes will be tabulated and certified by Hemispherx's transfer agent.

VOTING BY STREET NAME HOLDERS

      If you are the  beneficial  owner of  shares  held in  "street  name" by a
broker,  the broker,  as the record  holder of the  shares,  is required to vote
those  shares  in  accordance  with  your  instructions.  If  you  do  not  give
instructions to the broker, the broker will nevertheless be entitled to vote


                                       2


the shares with  respect to  "discretionary"  items but will not be permitted to
vote the shares with respect to  "non-discretionary"  items (in which case,  the
shares will be treated as "broker non-votes").

QUORUM; ABSTENTIONS; BROKER NON-VOTES

      The required  quorum for the transaction of business at the annual meeting
is a  majority  of the  shares of common  stock  entitled  to vote at the annual
meeting,  in person or by proxy.  Shares  that are  voted  "FOR,"  "AGAINST"  or
"WITHHELD  FROM" a matter  are  treated  as being  present  at the  meeting  for
purposes of establishing a quorum and are also treated as shares represented and
voting the votes cast at the annual meeting with respect to such matter.

      While there is no  definitive  statutory or case law authority in Delaware
as to the proper treatment of abstentions,  Hemispherx believes that abstentions
should be counted for purposes of determining  both: (i) the presence or absence
of a quorum for the transaction of business;  and (ii) the total number of votes
cast with respect to a proposal  (other than the election of directors).  In the
absence of controlling  precedent to the contrary,  Hemispherx  intends to treat
abstentions in this manner.  Accordingly,  abstentions will have the same effect
as a vote against the proposal (other than the election of directors).

      Under current Delaware case law, while broker non-votes (i.e. the votes of
shares held of record by brokers as to which the  underlying  beneficial  owners
have given no voting instructions) should be counted for purposes of determining
the  presence or absence of a quorum for the  transaction  of  business,  broker
non-votes  should not be counted for purposes of determining the number of votes
cast with respect to the  particular  proposal on which the broker has expressly
not voted.  Hemispherx intends to treat broker non-votes in this manner. Thus, a
broker  non-vote  will make a quorum  more  readily  obtainable,  but the broker
non-vote will not otherwise affect the outcome of the voting on a proposal.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

      Proposals of  stockholders  to be  considered  for  inclusion in the Proxy
Statement  and proxy card for the 2005 Annual  Meeting of  Stockholders  must be
received by the Company's  Secretary,  at Hemispherx  Biopharma,  Inc., 1617 JFK
Boulevard, Philadelphia, PA 19103 no later than , 2005.

      Pursuant to the  Company's  Restated  and Amended  Bylaws all  stockholder
proposals  may be brought  before an annual  meeting of  stockholders  only upon
timely notice thereof in writing having been given the Secretary of the Company.
To be timely, a stockholder's  notice, for all stockholder  proposals other than
the nomination of candidates  for director,  shall be delivered to the Secretary
at the principal  executive  offices of the Company not less than sixty (60) nor
more than  ninety  (90) days prior to the  anniversary  date of the  immediately
preceding annual meeting of stockholders;  provided,  however, that in the event
that the annual meeting is called for a date that is not within thirty (30) days
before or after such anniversary date, the  stockholder's  notice in order to be
timely  must be so  received  not later than the close of  business on the tenth
(10th)  day  following  the day on which  such  notice of the date of the annual
meeting was mailed or public  disclosure  of the date of the annual  meeting was
made, whichever first occurs. To be timely, a stockholder's notice, with respect
to a stockholder  proposal for nomination of candidates  for director,  shall be
delivered to the Secretary at the principal executive offices of the Company not
less than ninety (90) nor more than one hundred  twenty  (120) days prior to the
anniversary date of the immediately preceding


                                       3


annual meeting of stockholders;  provided,  however,  that in the event that the
annual  meeting is called for a date that is not within  thirty (30) days before
or after such anniversary date, the  stockholder's  notice in order to be timely
must be so received not later than the close of business on the tenth (10th) day
following  the day on which such  notice of the date of the annual  meeting  was
mailed  or  public  disclosure  of the  date of the  annual  meeting  was  made,
whichever  first occurs.  Provided,  however,  in the event that the stockholder
proposal  relates to the nomination of candidates for director and the number of
directors  to be elected to the Board of  Directors  of the Company at an annual
meeting is increased and there is no public  announcement  by the Company naming
all of the nominees for director or specifying  the size of the increased  Board
of  Directors at least one hundred  days prior to the first  anniversary  of the
preceding year's annual meeting, a stockholder's notice shall also be considered
timely,  but only with respect to nominees for any new positions created by such
increase,  if it shall be delivered to the Secretary at the principal  executive
offices of the  Company  not later than the close of  business  on the tenth day
following  the day on  which  such  public  announcement  is  first  made by the
Company. All stockholder  proposals must contain all of the information required
under the Company's  Bylaws,  a copy of which is available upon written request,
at no charge, from the Secretary. The Company reserves the right to reject, rule
out of order, or take other appropriate action with respect to any proposal that
does not comply with these and other applicable requirements.


                                       4


                            PROPOSALS TO STOCKHOLDERS

                                 PROPOSAL NO. 1
                              ELECTION OF DIRECTORS

      Each  nominee to the board of  directors  will serve until the next annual
meeting of stockholders, or until his earlier resignation,  removal from office,
death or incapacity.

      Unless otherwise  specified,  the enclosed proxy will be voted in favor of
the  election  of William A.  Carter,  Richard C.  Piani,  Ransom W.  Etheridge,
William M.  Mitchell,  Iraj-Eqhbal  Kiani,  and Antoni  Esteve.  Information  is
furnished below with respect to all nominees.

      Set  forth  below is the  biographical  information  of the  nominees  and
directors of Hemispherx:

WILLIAM A. CARTER,  M.D., 66, the co-inventor of Ampligen,  joined Hemispherx in
1978, and has served as: (a)  Hemispherx's  Chief  Scientific  Officer since May
1989; (b) the Chairman of  Hemispherx's  Board of Directors  since January 1992;
(c)  Hemispherx's  Chief  Executive  Officer since July 1993;  (d)  Hemispherx's
President  since April,  1995; and (e) a director since 1987. From 1987 to 1988,
Dr. Carter served as Hemispherx's  Chairman.  Dr. Carter was a leading innovator
in the  development of human  interferon for a variety of treatment  indications
including  various viral diseases and cancer.  Dr. Carter received the first FDA
approval to initiate clinical trials on beta interferon product  manufactured in
the U.S. under his supervision.  From 1985 to October 1988, Dr. Carter served as
Hemispherx's  Chief Executive Officer and Chief Scientist.  He received his M.D.
degree from Duke  University  and  underwent his  post-doctoral  training at the
National  Institutes  of Health and Johns  Hopkins  University.  Dr. Carter also
served as Professor of Noeplastic  Diseases at Hahnemann Medical  University,  a
position he held from 1980 to 1998.  Dr.  Carter  served as Director of Clinical
Research  for  Hahnemann  Medical  University  Institute  for  Cancer  and Blood
Diseases,  and as a professor at Johns Hopkins  School of Medicine and the State
University of New York at Buffalo. Dr. Carter is a Board certified physician and
author of more than 200  scientific  articles,  including the editing of various
textbooks on anti-viral and immune therapy.

RICHARD C. PIANI,  77, has been a director  of  Hemispherx  since May 1995.  Mr.
Piani was  employed as a principal  delegate for Industry to the City of Science
and Industry,  Paris,  France, a scientific and educational  complex,  from 1985
through 2000. Mr. Piani provided  consulting to Hemispherx in 1993, with respect
to general business strategies for Hemispherx's European operations and markets.
Mr.  Piani  served as Chairman of  Industrielle  du  Batiment-Morin,  a building
materials  corporation,  from 1986 to 1993. Previously Mr. Piani was a Professor
of International  Strategy at Paris Dauphine  University from 1984 to 1993. From
1979 to 1985, Mr. Piani served as Group Director in Charge of International  and
Commercial  Affairs for  Rhone-Poulenc and from 1973 to 1979 he was Chairman and
Chief  Executive  Officer of Societe "La  Cellophane",  the French company which
invented  cellophane and several other worldwide  products.  Mr. Piani has a Law
degree  from  Faculte de Droit,  Paris  Sorbonne  and a Business  Administration
degree from Ecole des Hautes Etudes Commerciales, Paris.

RANSOM W. ETHERIDGE,  64, has been a director of Hemispherx  since October 1997,
and presently serves as our secretary and general  counsel.  Mr. Etheridge first
became associated with Hemispherx in 1980 when he provided  consulting  services
to Hemispherx and  participated  in  negotiations  with respect to  Hemispherx's
initial private placement through Oppenheimer & Co., Inc. Mr. Etheridge has been
practicing


                                       5


law since 1967,  specializing in transactional law. Mr. Etheridge is a member of
the  Virginia  State Bar, a Judicial  Remedies  Award  Scholar and has served as
President  of the  Tidewater  Arthritis  Foundation.  He is a  graduate  of Duke
University and the University of Richmond School of Law.

WILLIAM M. MITCHELL, M.D., 69, has been a director since July 1998. Dr. Mitchell
is a Professor of Pathology at  Vanderbilt  University  School of Medicine.  Dr.
Mitchell  earned  an  M.D.  from  Vanderbilt  and a  Ph.D.  from  Johns  Hopkins
University,  where he served as an Intern in  Internal  Medicine,  followed by a
Fellowship  at its School of  Medicine.  Dr.  Mitchell  has  published  over 200
papers,  reviews and abstracts  dealing with viruses and anti-viral  drugs.  Dr.
Mitchell  has worked for and with many  professional  societies,  including  the
International  Society for Interferon Research,  and committees,  among them the
National  Institutes of Health,  AIDS and Related  Research  Review  Group.  Dr.
Mitchell previously served as a director of Hemispherx from 1987 to 1989.

IRAJ-EQHBAL KIANI, M.B.A., PH.D., 58, was appointed to the Board of Directors on
May 1,  2002.  Dr.  Kiani is a  citizen  of  England  and  resides  in  Newport,
California.  As a native of Iran,  Dr. Kiani served in various local  government
positions including the Governor of Yasoi, Capital of Boyerahmad, Iran. In 1980,
Dr. Kiani moved to England,  where he established  and managed  several  trading
companies  over a period of some 20 years.  Dr. Kiani is a planning and logistic
specialist who is now applying his knowledge and experience to build a worldwide
immunology  network which will use the  Company's  proprietary  technology.  Dr.
Kiani received his Ph.D. degree from the University of Warwick in England.

ANTONI ESTEVE,  Ph.D., 45, became a member of our Board of Directors in November
2003.  Dr.  Esteve  is a Member  of the  Executive  Committee  and  Director  of
Scientific and Commercial Operations for Laboratorios del Dr. Esteve S.A. He has
been  engaged  at  Laboratorios  del Dr.  Esteve  since  1984.  Since 1986 he is
Professor at the Autonomous University of Barcelona, School of Pharmacy. In 2001
he was elected as member of the Advisory  Board for R&D of the Spanish  Ministry
of Science and  Technology.  Since 2002 he also has been  President of Centre de
Transfussio  i Banc de Teixits  (the  Transfusion  and  Tissues  Bank  Center of
Catalonia).  Dr.  Esteve  received a degree in Pharmacy  from the  University of
Barcelona, Faculty of Pharmacy, in 1981 and a Ph.D. in Pharmaceutical Science in
1990.

THE BOARD OF  DIRECTORS  DEEMS  PROPOSAL  NO. 1 TO BE IN THE BEST  INTERESTS  OF
HEMISPHERx  AND ITS  STOCKHOLDERS  AND  RECOMMENDS  A VOTE  "FOR" ALL SIX OF THE
ABOVE-NAMED NOMINEE DIRECTORS OF HEMISPHERX.


                                       6


                      INFORMATION CONCERNING BOARD MEETINGS

      Hemispherx  board of directors met four times and executed three Unanimous
Consents, the Compensation Committee met two times, the Audit Committee met four
times, and the Strategic Planning Committee met two times during the fiscal year
ended December 31, 2003.  Four of the incumbent  directors  attended 100% of the
Board Meetings and one incumbent, Iraj Eqhbal Kiani, attended two meetings.

                 INFORMATION CONCERNING COMMITTEES OF THE BOARD

      The board of directors maintains the following committees:

Executive Committee.

      The Executive Committee is composed of William A. Carter,  Chief Executive
Officer  and  President,  Ransom  W.  Etheridge,  Secretary  and  director,  and
Iraj-Eqhbal Kiani. The Executive  Committee makes  recommendations to management
regarding general business matters of Hemispherx.

Compensation Committee.

      The Compensation Committee is composed of Dr. William Mitchell,  director,
and Richard C. Piani, director. The Compensation Committee makes recommendations
concerning  salaries  and  compensation  for  employees  of and  consultants  to
Hemispherx.

Nominating Committee.

      The  Nominating  Committee  is  composed  of  Dr.  William  Mitchell,  Dr.
Iraj-Eqhbal Kiani and Richard Piani, all determined by the Board of Directors to
be  independent  directors  under the AMEX  Company  Guide.  This  Committee  is
responsible for  recommending to the Board the slate of nominees to be put forth
for election by the  stockholders  at our annual  meeting.  This  Committee also
reviews  proposals  for  nominations  from  stockholders  that are  submitted in
accordance with the procedures published in our proxy statement.

      The Nominating  Committee does not currently have a charter. The committee
utilizes a  subjective  analysis  to  identify  and  evaluate  candidates  to be
nominated  as  directors,   including  but  not  limited  to,  general  business
knowledge,  experience  with  financial  reporting,  interest  in the  Company's
business and related marketing  businesses,  and willingness to serve.  However,
there are  currently no minimum  qualifications  or  standards  that the Company
seeks for director nominees.  The Company does not engage or pay any third party
to assist in the process of identifying or evaluating  candidates for a director
position.   The  Company  would  consider   candidates  for  director   nominees
recommended by stockholders in accordance with the requirements of Delaware law.
If stockholder  nominations were made, the Nominating Committee would perform an
investigation  of the candidate to determine if the candidate were qualified and
would present the stockholder nomination in the proxy statement to be subject to
a vote of the stockholders.

Audit Committee and Audit Committee Expert.

      Hemispherx's Audit Committee of the Board of Directors consists of Richard
Piani, Committee Chairman, William Mitchell, M.D. and Iraj Eqhbal Kiani, M.B.A.,
Ph.D. Mr. Piani, Dr. Mitchell and Dr.  Iraj-Eqhbal  Kiani, all determined by the
Board of Directors to be independent  directors under Section  121B(2)(a)(i)  of
the AMEX Company Guide.  Hemispherx does not have a financial  expert as defined
in Securities and Exchange  Commission  rules on the committee in the true sense
of the  description.  However,  Mr. Piani is a  businessman  and has 40 years of
experience working with budgets, analyzing financials and dealing with financial


                                       7


institutions.  Hemispherx believes Mr. Piani, Dr. Mitchell and Iraj Eqhbal Kiani
to be  independent  of  management  and  free  of any  relationship  that  would
interfere  with  their  exercise  of  independent  judgment  as  members of this
committee.  The principal  functions of the Audit  Committee are to (i) annually
recommend independent accountants, (ii) prepare the reports or statements as may
be  required  by AMEX or the  securities  laws,  (iii)  review the  adequacy  of
Hemispherx's  system of internal  accounting  controls and Hemispherx's  audited
financial  statements and reports,  (iv) discuss the statements and reports with
management,  including any  significant  adjustments,  management  judgments and
estimates,  new accounting policies and disagreements with management,  and (vi)
review  disclosures by independent  accountants  concerning  relationships  with
Hemispherx and the performance of Hemispherx's independent accountants.

      The Board of  Directors is  currently  reviewing  the charter of the Audit
Committee  and plan to vote on an  updated  and  revised  charter  at the  Board
Meeting scheduled for June 23, 2004.

Audit Committee Report.

      The primary  responsibility of the Audit Committee (the "Committee") is to
assist the Board of Directors in discharging its oversight responsibilities with
respect to  financial  matters and  compliance  with laws and  regulations.  The
primary methods used by the Committee to fulfill its responsibility with respect
to financial matters are:

      o     To appoint,  evaluate,  and, as the Committee may deem  appropriate,
            terminate and replace our independent auditors;

      o     To monitor the independence of our independent auditors;

      o     To determine the compensation of our independent auditors;

      o     To  pre-approve  any  audit  services,  and any  non-audit  services
            permitted  under  applicable law, to be performed by our independent
            auditors;

      o     To review our risk exposures,  the adequacy of related  controls and
            policies with respect to risk assessment and risk management;

      o     To monitor the  integrity of our financial  reporting  processes and
            systems of control regarding finance,  accounting,  legal compliance
            and information systems;

      o     To facilitate and maintain an open avenue of communication among the
            Board of Directors, management and our independent auditors.

      The Audit  Committee  is  composed of three  directors,  and the Board has
determined  that each of those  directors is independent as that term is defined
in Sections 121(B)(2)(a)(i) of the American Stock Exchange Company Guide.

      In  March  2004,  the  Board   re-elected  Mr.  Piani,  Dr.  Mitchell  and
Iraj-Eqhbal  Kiani to the Audit Committee  effective March 11, 2004,  subject to
their election to the Board by stockholders at the Annual Meeting.

      The Committee has met four times in 2003.

      In  discharging  its  responsibilities   relating  to  internal  controls,
accounting  and  financial  reporting  policies  and  auditing  practices,   the
Committee discussed with our independent auditor, BDO Seidman,  LLP, the overall
scope and


                                       8


process for its audit. The Committee regularly meets with BDO Seidman, LLP, with
and without management present, to discuss the results of its examinations,  the
evaluations  of our internal  controls and the overall  quality of our financial
reporting.

      The Committee has discussed with BDO Seidman,  LLP its judgments about the
quality,  in addition to the  acceptability,  of our  accounting  principles  as
applied in our  financial  reporting,  as  required  by  Statement  on  Auditing
Standards No. 61 "Communications with Audit Committees."

      The  Committee  also has received the written  disclosures  and the letter
from BDO Seidman, LLP that is required by Independence  Standards Board Standard
No. 1, Independence  Discussions with Audit  Committees,  and has discussed with
BDO Seidman, LLP their independence.

      The Committee has met and held discussions with management.  The Committee
has reviewed and discussed with  management  Hemispherx's  audited  consolidated
financial  statements as of and for the fiscal year ended  December 31, 2002 and
the  audited  consolidated  financial  statements  as of and for the fiscal year
ended December 31, 2003.

      Based on the reviews and  discussions  referred  to above,  the  Committee
recommended  to the Board of  Directors  that the audited  financial  statements
referred to above be included in our  Informational  Statement and Annual Report
for the year ended December 31, 2003.

      This  report  is  respectfully  submitted  by the  members  of  the  Audit
Committee of the Board of Directors.

                           Richard C. Piani, Chairman
                               William M. Mitchell
                                Iraj-Eqhbal Kiani

Code of Ethics

Hemispherx's  Board of Directors  adopted a code of ethics and business  conduct
for officers,  directors  and  employees  that went into effect on May 19, 2003.
This  code has  been  presented  and  reviewed  by each  officer,  director  and
employee.  You may  obtain  a copy of this  code  by  visiting  our web  site at
www.hemispherx.net  or by written  request to our office at 1617 JFK  Boulevard,
Suite 660, Philadelphia, PA 19103. Our board of directors is required to approve
any  waivers  of the code of  ethics  and  business  conduct  for  directors  or
executive  officers and we are  required to disclosed  any such waiver in a Form
8-K within five days.

Strategic Planning Committee.

      The  Strategic  Planning  Committee  is  composed of William A. Carter and
Richard C. Piani. The Strategic Planning Committee makes  recommendations to the
board of directors of priorities in the  application of  Hemispherx's  financial
assets  and  human   resources  in  the  fields  of  research,   marketing   and
manufacturing.  The Strategic Planning Committee has engaged a number of leading
consultants in healthcare, drug development and pharmaeconomics to assist in the
analysis of various products being developed and/or potential acquisitions being
considered by Hemispherx.

Communication with the Board of Directors

      Interested  parties  wishing  to  contact  the board of  directors  of the
Company may do so by writing to the following address:  Board of Directors,  c/o
Ransom


                                       9


Etheridge,  Director, Corporate Secretary and General Counsel, 2610 Potters Rd.,
Virginia Beach, VA 23452. All letters received will be categorized and processed
by the  Corporate  Secretary  and  then  forwarded  to the  Company's  Board  or
Directors.

Director Attendance at Annual Meetings of Shareholders

      Directors are encouraged,  but not required,  to attend the Annual Meeting
of Stockholders.  At the 2003 Annual Meeting, four of the five sitting directors
were in attendance.

                    INFORMATION CONCERNING EXECUTIVE OFFICERS

      The  following  sets forth  biographical  information  about  Hemispherx's
executive officers and key personnel:



      Name                        Age            Position
                                           
      William A. Carter, M.D.      66            Chairman, Chief Executive Officer,
                                                 and President
      Robert E. Peterson           67            Chief Financial Officer

      David R. Strayer, M.D.       58            Medical Director, Regulatory Affairs

      Mei-June Liao, Ph.D.         53            Vice President of Regulatory Affairs,
                                                 Quality Control andResearch and Development
      Robert Hansen                60            Vice President of Manufacturing

      Carol A. Smith, Ph.D.        54            Director of Process Development

      Ransom W. Etheridge          64            Secretary and General Counsel


      For  biographical  information  about  William A. Carter,  M.D. and Ransom
Etheridge,  please see the discussion under the heading "Proposal No. 1 Election
of Directors" above.

ROBERT E.  PETERSON has served as Chief  Financial  Officer of the Company since
April 1993 and served as an  Independent  Financial  Advisor to the Company from
1989 to April 1993.  Also, Mr. Peterson has served as Vice President of the Omni
Group,  Inc., a business  consulting group based in Tulsa,  Oklahoma since 1985.
From 1971 to 1984, Mr. Peterson  worked for PepsiCo,  Inc. and served in various
financial  management  positions  including Vice  President and Chief  Financial
Officer of PepsiCo  Foods  International  and PepsiCo  Transportation,  Inc. Mr.
Peterson is a graduate of Eastern New Mexico University.

DAVID R.  STRAYER,  M.D.  who served as  Professor  of  Medicine  at the Medical
College of  Pennsylvania  and  Hahnemann  University,  has acted as the  Medical
Director of the Company  since 1986. He is Board  Certified in Medical  Oncology
and Internal Medicine with research interests in the fields of cancer and immune
system  disorders.  Dr. Strayer has served as principal  investigator in studies
funded by the Leukemia Society of America,  the American Cancer Society, and the
National  Institutes of Health.  Dr. Strayer  attended the School of Medicine at
the University of California at Los Angeles where he received his M.D. in 1972.


                                       10


MEI-JUNE LIAO, Ph.D. has served as Vice President of Regulatory Affairs, Quality
and Research & Development  since October 2003 and as Vice President of Research
& Development since March 2003 with responsibilities for the regulatory, quality
control and product development of Alferon(R). Before the acquisition of certain
assets of ISI, Dr. Liao was Vice President of Research and Development from 1995
to 2003 and held senior positions in the Research and Development  Department of
ISI from 1983 to 1994. Dr. Liao received her Ph.D.  from Yale University in 1980
and  completed  a  three  year  postdoctoral  appointment  at the  Massachusetts
Institute  of  Technology  under the  direction  of Nobel  Laureate in Medicine,
Professor H. Gobind Khorana. Dr. Liao has authored many scientific  publications
and invention disclosures.

ROBERT HANSEN joined the Company as Vice President of Manufacturing in 2003 upon
the  acquisition of certain assets of ISI. He is responsible for the manufacture
of Alferon N(R).  Mr. Hansen had been Vice  President of  Manufacturing  for ISI
since 1997, and served in various capacities in manufacturing  since joining ISI
in 1987. He has a B.S. degree in Chemical  Engineering from Columbia  University
in 1966.

CAROL A. SMITH,  Ph.D. has served as the Company's Director of Manufacturing and
Process  Development  since April 1995, as Director of Operations since 1993 and
as the Manager of Quality Control from 1991 to 1993, with responsibility for the
manufacture,   control   and   chemistry   of   Ampligen(R).   Dr.   Smith   was
Scientist/Quality  Assurance Officer for Virotech International,  Inc. from 1989
to 1991 and Director of the Reverse  Transcriptase  and Interferon  Laboratories
and a Clinical  Monitor for Life Sciences,  Inc. from 1983 to 1989. She received
her Ph.D.  from the University of South Florida  College of Medicine in 1980 and
was an NIH post-doctoral  fellow at the Pennsylvania State University College of
Medicine.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Ransom W.  Etheridge,  an  officer  and  director  of the  Company,  is an
attorney in private  practice who has rendered  corporate  legal  services to us
from time to time,  for  which he has  received  fees.  Mr.  Etheridge  received
$60,000 for his professional services in 2003.

      Richard C. Piani,  a director of the Company,  lives in Paris,  France and
assists  the  Company's  European  subsidiary  in their  dealings  with  medical
institutions and the European Medical Evaluation Authority. William M. Mitchell,
M.D.,  another director of the Company,  works with David R. Strayer,  M.D. (the
Company's Medical Director) in establishing  clinical trial protocols as well as
other  scientific  work for the Company from time to time.  For these  services,
these two directors were paid an aggregate of $40,100 in the year 2003.  William
A. Carter,  Chief  Executive  Officer of the  Company,  received an aggregate of
$12,106 in short term  advances  in 2002 which were  repaid as of  December  31,
2002.  The Company  loaned  $60,000 to Mr.  Etheridge  in November  2001 for the
purpose  of  exercising  15,000  Class A  Redeemable  warrants.  This loan bears
interest at 6% per annum.  Dr. Carter's short term advances and Mr.  Etheridge's
loan were approved by the Board of Directors.

      The  Company  paid  $57,750,  $33,450  and  $18,800  for the years  ending
December 31, 2001, 2002 and 2003, respectively, to Carter Realty for the rent of
property used at various times in 2001,  2002 and 2003. The property is owned by
others and managed by Carter  Realty.  Carter Realty is owned by Robert  Carter,
the brother of William A. Carter, the Company's Chief Executive Officer.

      Antoni  Esteve,  one  of  the  Company's  directors,  is a  member  of the
Executive  Committee and Director of  Scientific  and  Commercial  Operations of
Laboratorios  Del  Dr.  Esteve  S.A.  In  March  2002,  the  Company's  European
subsidiary Hemispherx S.A. entered into a Sales and Distribution  Agreement with
Laboratorios  Del Dr. Esteve S.A. In addition,  in March 2003, we issued 347,445
shares of common stock to


                                       11


Provesan S.A., an affiliate of Laboratorios Del Dr. Esteve S.A., in exchange for
1,000,000 Euros of convertible preferred equity certificates of Hemispherx S.A.,
owned by Laboratorios Del Dr. Esteve S.A.

      There are no  material  proceedings  to which  any  officer,  director  or
affiliate,  or any associate  thereof is a party adverse to the Company or has a
material interest adverse to the Company.

                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

      Section  16(a) of the  Exchange  Act  requires  Hemispherx's  officers and
directors,  and persons who own more than ten percent of a  registered  class of
Hemispherx's equity securities, to file reports with the Securities and Exchange
Commission  reflecting their initial position of ownership on Form 3 and changes
in ownership on Form 4 or Form 5.

      Based  solely  on a  review  of the  copies  of  such  forms  received  by
Hemispherx,  Hemispherx believes that, during the fiscal year ended December 31,
2003,  its officers,  directors and ten percent  stockholders  complied with all
applicable Section 16(a) filing  requirements on a timely basis, except that Dr.
Carter,  Dr.  Mitchell  and Mr.  Piani  each  filed a Form 5 late in which  each
reported one transaction that should have been reported on a Form 4 during 2003;
Mr.  Etheridge  filed a Form 5 late in which he reported two  transactions  that
should have been reported on a Form 4 during 2003; and Dr. Esteve and Mr. Kiani,
we have been informed, are each in the process of filing a Form 3.

                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

      The summary compensation table below sets forth the aggregate compensation
paid or accrued by Hemispherx for the fiscal years ended December 31, 2003, 2002
and 2001 to (i) the Chief  Executive  Officer  and (ii)  Hemispherx's  four most
highly paid  executives  who were serving as  executives  at the end of the last
completed fiscal year and whose total annual salary and bonus exceeded  $100,000
(collectively, the "Named Executives").

                             EXECUTIVE COMPENSATION
                           SUMMARY COMPENSATION TABLE



Name and Principal Position         Year           Salary ($)         Restricted        Warrants &            All Other
                                                                      Stock Awards      Options Awards        Compensation (1)
------------------------------------------------------------------------------------------------------------------------------
                                                                                          
                                    2003           (4)  $582,461           --           (5) 1,450,000          $ 37,175
William A. Carter                   2002           (4)   565,514           --           (8) 1,000,000            25,747
  Chairman of the Board and CEO     2001           (4)   551,560           --           (2)   386,650            22,917

                                    2003           (9)  $230,450           --                     --               --
Robert E. Peterson                  2002                 151,055           --           (8)   200,000              --
  Chief Financial Officer           2001                 146,880           --           (3)    40,000              --

                                    2003                                   --                     --               --
David R. Strayer, M.D               2002           (6)  $190,096           --           (8)    50,000              --
  Medical Director                  2001           (6)   178,594           --           (7)    10,000              --
                                                   (6)   174,591

                                    2003                $140,576           --                     --               --
Carol A. Smith, Ph.D                2002                 128,346           --           (8)    20,000              --
  Director of                       2001                 124,800           --           (7)    10,000              --
  Manufacturing

Robert Hansen,                      2003          (10)  $104,500           --                     --               --
  V.P. of Manufacturing             2002                      --           --                     --               --
                                    2001                      --           --                     --               --



                                       12


(1)   Consists of  insurance  premiums  paid by us with respect to term life and
      disability insurance for the benefit of the named executive officer.

(2)   Consists of 188,325  warrants to purchase  common stock at $6.00 per share
      and 188,325  warrants to purchase  common  stock at $9.00 per share.  Also
      includes a stock option grant of 10,000  shares  exercisable  at $4.03 per
      share.

(3)   Consist of a stock option grant of 10,000 shares  exercisable at $4.03 per
      share and 30,000 warrants to purchase common stock at $5.00 per share.

(4)   Includes  bonuses of $94,952,  $96,684 and $99,481 in 2001, 2002 and 2003,
      respectively.  Also  includes  funds  previously  paid  to Dr.  Carter  by
      Hahnemann  Medical  University  where he served as a professor until 1998.
      This compensation was continued by us and totaled $79,826 in 2001, $82,095
      in 2002 and $84,776 in 2003.

(5)   Represents  warrants to purchase  common  stock  exercisable  at $2.20 per
      share.

(6)   Includes  $98,926 paid by Hahnemann  Medical  University where Dr. Strayer
      served as a professor until 1998. This compensation was continued by us in
      2001, 2002 and 2003.

(7)   Consist of stock option grant of 10,000  shares  exercisable  at $4.03 per
      share.

(8)   Represents number of warrants to purchase shares of common stock at $2 per
      share.

(9)   2003 includes a bonus of $74,464 paid in 2004.

(10)  Compensation since March 2003. Employed by ISI prior to that.

      The  following  table  sets  forth  certain  information  regarding  stock
warrants  granted  during 2003 to the  executive  officers  named in the Summary
Compensation Table.


                                       13




-------------------------------------------------------------------------------------------------------------------------------
                              INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                       POTENTIAL REALIZABLE
                                             PERCENTAGE OF                                            VALUE AT ASSUMED RATES
                           NUMBER OF        TOTAL WARRANTS                                                OF STOCK PRICE
                          SECURITIES          GRANTED TO                                                 APPRECIATION FOR
                          UNDERLYING         EMPLOYEES IN        EXERCISE                                  WARRANTS TERM
                           WARRANTS           FISCAL YEAR       PRICE PER     EXPIRATION           ----------------------------
  NAME                     GRANTED (1)          2002(2)           SHARE (3)      DATE                  5% (4)           10%(4)
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Carter, W.A.               1,450,000            100%              $2.20         9/8/08             $4,071,338       $5,137,527
-------------------------------------------------------------------------------------------------------------------------------


(1)   These warrants  became  exercisable on March 17, 2004, when the second ISI
      acquisition was completed.
(2)   Total warrants issued to employees in 2003 were 1,450,000.
(3)   The exercise  price is equal to the closing price of the Company's  common
      stock at the date of issuance.
(4)   Potential realizable value is based on an assumption that the market price
      of the common stock  appreciates at the stated rates compounded  annually,
      from the date of grant until the end of the respective  option term. These
      values are calculated based on requirements  promulgated by the Securities
      and  Exchange  Commission  and do not reflect our estimate of future stock
      price appreciation.


                                       14


      The  following  table sets forth certain  information  regarding the stock
options  held as of  December  31,  2003 by the  individuals  named in the above
Summary Compensation Table.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUE



                                              Securities Underlying Unexercised Value of Unexercised
                                              Warrants/In-the-Money-Options At Fiscal Year
                                              Options at Fiscal Year End End (1)

                                                                  Numbers                               Dollars

Name                    Shares              Value               Exercisable      Unexercisable        Exercisable      Unexercisable
                        Acquired on         Realized ($)
                        Exercise (#)
--------------          ------------        ------------        -----------      -------------        -----------      -------------
                                                                                                     
William Carter          --                  --                  3,805,378(2)     1,950,000(3)         $367,150         $217,000

Robert                  --                  --                    403,750(4)            --              52,000               --
Peterson

David Strayer           --                  --                    130,000(5)            --              13,000               --

Carol Smith             --                  --                     41,791(6)            --               5,200               --


----------
(1)   Computation  based on $2.26,  the  December 31, 2003 closing bid price for
      the common stock on the American Stock Exchange.

(2)   Consist of (i) 500,000 warrants exercisable at $2.00 per share expiring on
      August  13,  2007 (ii)  188,325  warrants  exercisable  at $6.00 per share
      expiring on February 22, 2006 (iii) 188,325 warrants  exercisable at $9.00
      per share expiring on February 22, 2006 (iv) 100,000 warrants  exercisable
      at  $6.25  per  share  expiring  on  April 8,  2004  (v)  25,000  warrants
      exercisable  at $6.50 per share expiring on September 17, 2004 (vi) 25,000
      warrants  exercisable  at $8.00 per share  expiring on September  17, 2004
      (vii)  10,000  stock  option  exercisable  at $4.03 per share  expiring on
      January 3, 2011,  (viii)  73,728 stock  options  exercisable  at $2.71 per
      share until exercised.  Also includes  2,695,000 warrants and options held
      in the name of  Carter  Investments,  L.C.  of which  W.A.  Carter  in the
      principal  beneficiary.  These securities  consist of (i) 340,000 warrants
      exercisable at $4.00 per share  expiring on January 1,  2008,(ii)  170,000
      warrants  exercisable at $5.00 per share expiring on January 1, 2005,(iii)
      300,000  warrants  exercisable  at $6.00 per share  expiring on January 1,
      2005 (iv)  20,000  warrants  exercisable  at $4.00 per share  expiring  on
      2008,(v) 465,000  warrants  exercisable at $1.75 expiring on June 3, 2005,
      and 1,400,000 warrants  exercisable at $3.50 per share expiring on October
      16, 2004.

(3)   Consists of (i) 500,000  warrants  exercisable at $2.00 per share expiring
      on August 13, 2007 and (ii)  1,450,000  warrants  exercisable at $2.20 per
      share expiring on September 8, 2008.


                                       15


(4)   Consists  of (i)  10,000  stock  options  exercisable  at $4.03  per share
      expiring on January 3, 2011 (ii) 13,750 stock options exercisable at $3.50
      per share expiring on January 22, 2007, (iii) 200,000 warrants exercisable
      at $2.00 per share  expiring  on August 13,  2007,  (iv)  50,000  warrants
      exercisable  at $3.50  expiring  on March 1, 2006,  (v)  100,000  warrants
      exercisable  at $5.00 per share expiring on April 14, 2006 and (vi) 30,000
      warrants exercisable at $5.00 per share expiring on February 28, 2009.

(5)   Consists of (i) 50,000 warrants exercisable at $2.00 per share expiring on
      August 13,  2007,  (ii)  50,000  warrants  exercisable  at $4.00 per share
      expiring on February 28, 2008,  (iii) 10,000 stock options  exercisable at
      $4.03   expiring  on  January  3,  2011  and  (iv)  20,000  stock  options
      exercisable at $3.50 per share expiring on January 22, 2007.

(6)   Consists of (I) 20,000 warrants exercisable at $2.00 per share expiring on
      August  13,  2007,  (ii)  5,000  warrants  exercisable  at $4.00 per share
      expiring on June 7, 2008, (iii) 10,000 stock options  exercisable at $4.03
      per share  expiring  on  January 3, 2016,  and (iv)  6,791  stock  options
      exercisable at $3.50 per share expiring on January 22, 2007.

New Plan Benefits

      It cannot be  determined  at this time what  benefits or amounts,  if any,
will be received  by or  allocated  to any person or group of persons  under the
Company's  2004 Equity  Incentive  Plan (the " Equity  Incentive Plan "), if the
Equity  Incentive  Plan is adopted,  or what amounts would have been received by
any person or group of persons for the last fiscal year if the Equity  Incentive
Plan had been in effect. See "Proposal 4: Approval of the Hemispherx 2004 Equity
Incentive Plan."

      The following table gives  information  about our Common Stock that may be
issued upon the exercise of options, warrants and rights under all of our equity
compensation plans as of December 31, 2003.



                                                                                                    Number of securities
                                                                          Weighted-average          Remaining available for
                                              Number of Securities to     Exercise price of         future issuance under
                                              be issued upon exercise     Outstanding               equity compensation
                                              of outstanding options,     options, warrants         plans(excluding securities
                                              warrants and rights         and rights                reflected in column (a))
                                              -----------------------     -----------------         --------------------------
                                                                                           
 Plan Category
                                              (a)                         (b)                       (c)


Equity compensation plans approved by
security holders:                                 433,134                       $ 3.16                        --


Equity compensation plans not approved            --                              --                          --
by security holders:


Total                                             433,134                       $ 3.16                        --



                                       16


Employment Agreements

      Hemispherx entered into an amended and restated employment  agreement with
its President and Chief Executive  Officer,  Dr. William A. Carter,  dated as of
December 3, 1998, as amended in August 2003,  which  provided for his employment
until May 8, 2008 at an  initial  base  annual  salary of  $361,586,  subject to
annual cost of living increases. In addition, Dr. Carter could receive an annual
performance bonus of up to 25% of his base salary, at the sole discretion of the
board  of  directors.  Dr.  Carter  will  not  participate  in  any  discussions
concerning the determination of his annual bonus. Dr. Carter is also entitled to
an incentive  bonus of 0.5% of the gross proceeds  received by us from any joint
venture  or  corporate  partnering  arrangement,  up  to  an  aggregate  maximum
incentive bonus of $250,000 for all such  transactions.  Dr. Carter's  agreement
also provides that he be paid a base salary and benefits  through May 8, 2004 if
he is terminated without "cause", as that term is defined in the agreement. This
agreement was extended to May 8, 2008.  Pursuant to his original  agreement,  as
amended on August 8, 1991,  Dr.  Carter was granted  options to purchase  73,728
shares of our common stock at an exercise price of $2.71 per share.

      Hemispherx entered into an amended and restated engagement  agreement with
Robert E.  Peterson  dated  April 1, 2001,  which  provides  for Mr.  Peterson's
employment as Hemispherx's Chief Financial Officer until December 31, 2003 which
has been  extended  six months,  at an annual base salary of $155,988  per year,
subject to annual cost of living  increases.  In addition,  Mr.  Peterson  shall
receive bonus compensation upon Federal Drug Administration approval of Ampligen
based on the  number  of years  of his  employment  by us up to the date of such
approval.  Mr. Peterson's  agreement also contains a provision for severance pay
equal to nine months compensation.

Compensation of Directors

      The compensation package for members of the Board of Directors was changed
on September 9, 2003. Board member  compensation  consists of an annual retainer
of $100,000 to be paid 50% in cash and 50% in Company common stock. In addition,
certain  non-employee  directors  received some compensation in 2003 for special
project work performed on the Company's behalf.  All directors have been granted
options to  purchase  common  stock  under our 1990  Stock  Option  Plan  and/or
Warrants to purchase common stock.  The Company  believes such  compensation and
payments are necessary in order for us to attract and retain  qualified  outside
directors.

1990 Stock Option Plan

      Hemispherx 1990 Stock Option Plan, as amended ("1990 Plan"),  provides for
the grant of options to employees, directors, officers, consultants and advisors
for the purchase of up to an aggregate of 460,798  shares of common  stock.  The
1990  plan  is  administered  by the  Compensation  Committee  of the  board  of
directors,  which has complete  discretion  to select  eligible  individuals  to
receive and to  establish  the terms of option  grants.  The number of shares of
common stock  available  for grant under the 1990 Plan is subject to  adjustment
for  changes in  capitalization.  As of  December  31,  2003,  no  options  were
available  for grants  under the 1990 plan.  This plan  remains in effect  until
terminated by the Board of Directors or until all options are issued.


                                       17


401(K) Plan

      In December  1995,  Hemispherx  established a defined  contribution  plan,
effective January 1, 1995,  entitled the Hemispherx  Biopharma  employees 401(K)
Plan and Trust Agreement. All full time employees are eligible to participate in
the 401(K) plan following one year of employment. Subject to certain limitations
imposed by federal tax laws,  participants  are eligible to contribute up to 15%
of their salary (including bonuses and/or commissions) per annum.  Participants'
contributions  to  the  401(K)  plan  may be  matched  by  Hemispherx  at a rate
determined  annually by the board of  directors.  Each  participant  immediately
vests  in  his  or  her  deferred   salary   contributions,   while   Hemispherx
contributions  will vest over one year. In 2003,  Hemispherx  provided  matching
contributions to each employee for up to 6% of annual pay for a total of $34,000
for all eligible employees.

Compensation Committee Interlocks and Insider Participation

      During  the  fiscal  year  ended   December  31,  2003,   the  members  of
Hemispherx's  Compensation Committee were Ransom W. Etheridge and Richard Piani.
Mr.  Etheridge  serves as secretary and general counsel and he is an attorney in
private  practice and has rendered  legal  services to  Hemispherx  for which he
received a fee. Mr. Piani received fees for certain consulting work performed in
Europe  on  Hemispherx's   behalf.  Mr.  Etheridge  was  paid  $60,000  for  his
professional services.

      Notwithstanding  anything to the  contrary,  the  following  report of the
Compensation  Committee,  the report of the Audit  Committee  on page 8, and the
performance graph on page 21 shall not be deemed  incorporated by reference this
Proxy  Statement  into any filing under the Securities Act of 1933, or under the
Securities  Exchange  Act  of  1934,  except  to the  extent  that  the  Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.

      Compensation Committee Report on Compensation

      The Compensation  Committee makes recommendations  concerning salaries and
compensation for Hemispherx employees and consultants.

      The following report of the  compensation  committee  discusses  executive
compensation  policies  and the  basis  of the  compensation  paid to  executive
officers in 2003.

      In general, the compensation committee seeks to link the compensation paid
to each executive  officer to the  experience and  performance of such executive
officer. Within these parameters, the executive compensation program attempts to
provide an overall  level of executive  compensation  that is  competitive  with
companies   of   comparable   size  and  with  similar   market  and   operating
characteristics.

      There are three elements in Hemispherx's  executive  compensation program,
all determined by individual and corporate performance:

                  o     Base salary
                  o     Annual incentive
                  o     Long-term incentive

Base Salary

      In  establishing  base  salary  levels  for  individual  executives,   the
Compensation  Committee will consider  factors such as the executive's  scope of
responsibility,   current  and  future   potential   performance,   and  overall
competitive positioning relative to comparable positions at other companies.


                                       18


The objective of the Company is to structure  salaries that are competitive with
those of similarly situated companies.

      The  Summary  Compensation  Table  shows  amounts  earned  during  2003 by
Hemispherx executive officers.  The base compensation of such executive officers
is set by  terms  of the  employment  agreement  entered  into  with  each  such
executive officer.  Hemispherx established the base salaries for Chief Executive
Officer, Dr. William A. Carter under an employment agreement in December 3, 1998
(as amended on August 14,  2003),  which  provides for a base salary of $361,586
until  May 8,  2008.  Also,  Hemispherx  entered  into  an  extended  employment
agreement with Robert E. Peterson,  Chief Financial Officer for a base salary of
$155,988 until December 31, 2003, which was extended six months.  Dr. Carter and
Mr.  Peterson's  agreements  allow  for  annual  cost of living  increases.  Dr.
Carter's  compensation  also  includes  funds  previously  paid to Dr. Carter by
Hahnemann  Medical  University  where he served as a professor  until 1998. This
compensation  was continued by us and totaled  $79,826 in 2001,  $82,095 in 2002
and $84,776 in 2003.

Annual Incentive

      Annual  incentive bonus awards are granted from time to time to executives
in recognition of their  contribution to the Company's  business and operations,
as  measured  against  competitors  of the company  and the  Company's  internal
budgets and operating plans.

      Hemispherx's  Chief  Executive  Officer  and Chief  Financial  Officer are
entitled  to an  annual  incentive  bonus  as  determined  by  the  compensation
committee  based on such  executive  officers'  performance  during the previous
calendar year. The cash bonus awarded to Hemispherx's Chief Executive Officer in
2003 and the cash  bonus  awarded  to the Chief  Financial  Officer in 2003 were
determined based on this provision in their employment agreements.

Long-Term Incentives

      The Company grants  long-term  incentive  awards  periodically  to align a
significant  portion of the  executive  compensation  program  with  stockholder
interests over the long-term  through  encouraging  and  facilitating  executive
stock  ownership.  Executives  are  eligible  to  participate  in the  Company's
incentive  stock  option  plans.   Hemispherx's   Chief  Executive  Officer  and
President,  Dr. William Carter,  received a grant of 1,450,000 warrants in 2003.
These  warrants  are  exercisable  at $2.20 per share and expire on September 8,
2008, unless previously exercised.  These warrants vest upon consummation of the
second  ISI  asset  closing  or the  filing  by us  with  the  U.S.  Food & Drug
Administration of a new drug application,  whichever happens first. The warrants
vested on March 18, 2004, when the second ISI asset closing was consummated.

Chief Executive Officer Compensation

      The  Summary  Compensation  Table  shows  that  during  the year  2003 the
Company's  Chief Executive  Officer and President,  Dr. William A. Carter earned
$582,461 in base compensation pursuant to the terms of his employment agreement.
In addition,  Dr. Carter's  compensation in 2003 also includes funds  previously
paid by Hahnemann University where he served as a Professor until 1998.

      The Compensation  Committee  believes that Dr. Carter's total compensation
is consistent with the median  compensation  for CEO's in comparable  companies.
Factors reviewed by the Compensation Committee's assessment of the Company's and
the CEO's performance  includes  individual  performance,  growth in revenue and
expense management and implementation of the Company's business strategy.

Compliance With Internal Revenue Code Section 162(m).

      One of the factors the Compensation Committee considers in connection with
compensation  matters is the  anticipated tax treatment to Hemispherx and to the


                                       19


executives of the compensation arrangements.  The deductibility of certain types
of  compensation  depends  upon the  timing  of an  executive's  vesting  in, or
exercise of, previously granted rights. Moreover, interpretation of, and changes
in, the tax laws and other factors beyond the Compensation  Committee's  control
also affect the  deductibility  of compensation.  Accordingly,  the Compensation
Committee will not necessarily  limit executive  compensation to that deductible
under  Section  162(m) of the Code.  The  Compensation  Committee  will consider
various  alternatives to preserving the  deductibility of compensation  payments
and benefits to the extent consistent with its other compensation objectives.

           This report submitted by the Compensation Committee of the
                          Company's Board of Directors.

                                Richard C. Piani
                             Dr. William M. Mitchell

                       COMPARATIVE STOCK PERFORMANCE GRAPH

      The following graph compares the cumulative total  stockholder  return for
the  Company's  common  stock since  December 31, 1998 to the  cumulative  total
returns of (i) the  Standard & Poor's  Smallcap  600 Index and (ii) a peer group
index  for  the  same  period,  assuming  an  investment  of $100 in each of the
Company's  common stock,  the Standard & Poor's  Smallcap 600 Index and the peer
group index.

                               [GRAPHIC OMITTED]


                                       20


                      ASSUMES $100 INVESTED ON JAN. 1, 1998
                           ASSUMES DIVIDEND REINVESTED
                        FISCAL YEAR ENDING DEC. 31, 2003



                                                                                    ANNUAL RETURN PERCENTAGE
                                                                                          Years Ending

Company Name / Index                                            Dec99          Dec00          Dec01          Dec02         Dec03
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
HEMISPHERX BIOPHARMA INC                                        44.55         -52.20          -5.26         -52.67           6.10
S&P SMALLCAP 600 INDEX                                          12.40          11.80           6.54         -14.63          38.79
PEER GROUP                                                     -23.18         -33.76          48.39         -45.76           5.33


                                                                                        INDEXED RETURNS
                                               Base                                       Years Ending
                                              Period
Company Name / Index                           Dec98            Dec99          Dec00          Dec01          Dec02         Dec03
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
HEMISPHERX BIOPHARMA INC                        100            144.55          69.09          65.45          30.98          32.87
S&P SMALLCAP 600 INDEX                          100            112.40         125.67         133.88         114.30         158.63
PEER GROUP                                      100             76.82          50.88          75.51          40.95          43.14

Peer Group Companies
----------------------------------------------------------------------------------------------------------------------------------
AVI BIOPHARMA INC
IMMUNE RESPONSE CORP/DE
LA JOLLA PHARMACEUTICAL CO
MAXIM PHARMACEUTICALS INC


                             PRINCIPAL STOCKHOLDERS

      The  following  table  sets  forth as of April 26,  2004,  the  number and
percentage of outstanding shares of common stock beneficially owned by:

            o     Each  person,  individually  or as a group,  known to us to be
                  deemed the  beneficial  owners of five  percent or more of our
                  issued and outstanding common stock;

            o     each of our directors and the Named Executives; and

            o     all of our officers and directors as a group.

      This table is based upon information supplied by Schedules 13D and 13G, if
any, filed with the Securities and Exchange Commission, and information obtained
from our directors and named executives. For purposes of this table, a person or
group of  persons  is deemed to have  "beneficial  ownership"  of any  shares of
common  stock  which such  person has the right to acquire  within 60 days.  For
purposes of computing the percentage of outstanding  shares of common stock held
by each person or group of persons named in the table,  any security  which such
person or persons has or have the right to acquire within such date is deemed to
be outstanding  but is not deemed to be outstanding for the purpose of computing
the  percentage  ownership  of any  other  person.  Except as  indicated  in the
footnotes to this table and pursuant to applicable  community  property laws, we
believe,  based on information supplied by such persons,  that the persons named
in this table have sole voting and  investment  power with respect to all shares
common  stock  which they  beneficially  own. As of April 26,  2004,  42,363,928
shares of our common stock were outstanding. Unless otherwise noted, the address
of each of the principal stockholders is care of us at One Penn Center, 1617 JFK
Boulevard, Philadelphia, Pennsylvania 19103.


                                       21


Name and Address of                 Shares Beneficially       % Of Share
Beneficial Owner                    Owned                     Beneficially Owned
--------------------------------------------------------------------------------
William A. Carter, M.D.                   5,760,028(1)              12.1%

Robert E. Peterson                          404,250(2)              *

Ransom W. Etheridge                         439,009(3)              1.0
2610 Potters Rd.
Virginia Beach, VA 23452

Richard C. Piani                            196,747(4)              *
97 Rue Jeans-Jaures
Levaillois-Perret
France 92300

William M. Mitchell, M.D.                   196,861(5)              *
Vanderbilt University
Department of Pathology
Medical Center North
21st and Garland
Nashville, TN 37232

Antoni Esteve                               347,446(6)              *
Laboratorios Del Dr. Esteve S.A.
AV. Mare de Deu de Montserat
Barcelona, 08041, Spain

David R. Strayer, M.D.                      144,746(7)              *

Carol A. Smith                               41,791(8)              *

Iraj-Eqhbal Kiani                            12,000(9)              *
Orange County Immune Institute
18800 Delaware Street
Huntingdon Beach, CA 92648

Mei-June Liao, Ph.D.                            --                  --

Robert Hansen                                   --                  --

All directors and executive
officers as a
group (11 persons)                        7,518,185                 15.4

----------
* Less than 1%

(1)   Includes  (i) an option to  purchase  73,728  shares of common  stock from
      Hemispherx at an exercise  price of $2.71 per share and expiring on August
      8, 2004,  (ii) Rule 701  Warrants to purchase  1,400,000  shares of common
      stock at a price of $3.50 per share,  originally expiring on September 30,
      2002 was extended to September 30,2007; (iii) warrants to purchase 465,000
      shares of common  stock at $1.75 per share issued in  connection  with the
      1995 Standby  Financing  Agreement  and  expiring on June 30,  2005;


                                       22


      (iv) 340,000  common  stock  warrants  exercisable  at $4.00 per share and
      originally  expiring  on January 1, 2003 was  extended to January 1, 2008;
      (v)  170,000  common  stock  warrants  exercisable  at $5.00 per share and
      expiring on January 2, 2005;(vi)  25,000 warrants to purchase common stock
      at $6.50  per  share and  expiring  on  September  17,  2004;(vii)  25,000
      warrants  to  purchase  common  stock at $8.00 per share and  expiring  on
      September 17,  2004;(viii)  100,000  warrants to purchase  common stock at
      $6.25 per share and  expiring on April 8, 2004;  (ix)  20,000  warrants to
      purchase common stock at $4.00 per share  originally  expiring  January 1,
      2003 was extended to January 1, 2008,  (x) 188,325  common stock  warrants
      exercisable  at $6.00 per share and expiring on February  22,  2006;  (xi)
      188,325 common stock warrants  exercisable at $9.00 per share and expiring
      on February 22, 2006 (xii) 300,000 common stock  warrants  granted in 1998
      that are  exercisable  at $6.00 per share and  expiring on January 1, 2006
      (xiii)  options to  purchase  10,000  shares of common  stock at $4.03 per
      share and expiring on January 3, 2011 (xiv) 500,000  warrants  exercisable
      $2.00 per share in August 13, 2007 (xv) 1,450,000 warrants  exercisable at
      $2.20 per share  expiring on September  9, 2008 and (x) 504,650  shares of
      common stock.  Does not include 500,000 warrants  exercisable at $2.00 per
      share expiring on August 13, 2007 that are not vested.

(2)   Includes (i) 13,750 options to purchase  common stock at an exercise price
      of $3.50 per share, expiring on January 7, 2007; (ii) warrants to purchase
      50,000  shares of Common  stock at an  exercise  price of $3.50 per share,
      expiring on March 1, 2006;  (iii)  warrants to purchase  100,000 shares of
      common stock at $5.00 per share,  expiring on April 14, 2006;  (iv) 30,000
      warrants  to  purchase  common  stock at $5.00  per share an  expiring  on
      February 28, 2009 (v) options to purchase 10,000 shares at $4.03 per share
      that expire on January 3, 2011 (vi)  200,000  warrants  exercised at $2.00
      per share  expiring  on  November  13, 2007 and (vii) 500 shares of common
      stock.

(3)   Includes  20,000  warrants  to purchase  common  stock at $4.00 per share,
      originally  expiring  on  January 1, 2003 and was  extended  to January 1,
      2008; 25,000 warrants to purchase common stock at $6.50 per share;  25,000
      warrants  to purchase  common  stock at $8.00 per share,  all  expiring on
      September 12, 2004; 100,000 warrants  exercisable $2.00 per share expiring
      on August 13, 2007;  200,000 stock options  exercisable at $2.75 per share
      and expiring on December 4, 2013 and 69,009 shares of common stock.

(4)   Includes (i) 20,000  warrants to purchase common stock at $4.00 per share;
      (ii)  warrants  to  purchase  25,000  shares of common  stock at $6.50 per
      share;  (iii) 25,000 warrants to purchase common stock at $8.00 per share,
      all expiring on September 17, 2004;(vi)  100,000  warrants  exercisable at
      $2.00 per share  expiring on August 13, 2007,  (vi) 8,847 shares of common
      stock owned by Mr. Piani (vi) 12,900  shares of common stock owned jointly
      by Mr. and Mrs. Piani; and (vii) 5000 shares of common stock owned by Mrs.
      Piani.

(5)   Includes (I) warrants to purchase  12,000  shares of common stock at $6.00
      per share,  expiring on August 25, 2008;  (ii) 25,000 warrants to purchase
      common stock at $6.50 per share;  (iii) 25,000 warrants to purchase common
      stock at $8.00 per share all expiring on September 17, 2004;  (iv) 100,000
      warrants  exercisable  at $2.00 per share  expiring in August 13, 2007 and
      34,861 shares of common stock.

(6)   Consists of 347,446  shares of our common stock owned by Provesan S.A., an
      affiliate  of  Laboratorios  del Dr.  Esteve S.A. Dr.  Antoni  Esteve is a
      member  of  the  executive   committee  and  director  of  Scientific  and
      Commercial Operations of Laboratorios del Dr. Esteve S.A.

(7)   Includes (i) stock  options to purchase  20,000  shares of common stock at
      $3.50 per share;  (ii) 50,000  warrants to purchase  common stock at $4.00
      per share;  (iii) 10,000 stock options  exercisable at $4.03 per share and


                                       23


      expiring on January 3, 2011;  50,000  warrants to purchase common stock at
      $2.00 per share and expiring on August 13, 2007 and; (iv) 14,746 shares of
      common stock.

(8)   Consists of 5,000  warrants to  purchase  common  stock at $4.00 per share
      expiring June 7, 2008;  6,791 stock options  exercisable at $3.50 expiring
      January 22, 2007, 20,000 warrants  exercisable at $2.00 per share expiring
      in August 13, 2007 and options to purchase  10,000  shares of common stock
      at $ 4.03 per share expiring on January 3, 2011.

(9)   Consist of 12,000  warrants  exercisable  at $3.86 per share  expiring  on
      April 30, 2005.

                                 PROPOSAL NO. 2

                      RATIFICATION OF SELECTION OF AUDITORS

      The Board of Directors,  upon the  recommendation  of the Audit Committee,
has appointed the firm of BDO Seidman, LLP as independent auditors of Hemispherx
for the fiscal year ending  December  31, 2004  subject to  ratification  by the
stockholders.  BDO Seidman, LLP has served as Hemispherx's  independent auditors
since June 2000.

      At the Annual Stockholder's Meeting on September 10, 2003, and pursuant to
the   recommendation   of  the  Audit  Committee  of  the  Board  of  Directors,
stockholders  ratified  the  appointment  of the firm of BDO  Seidman,  LLP,  as
independent  accountants,  to audit the financial  statements of the Company for
the year end December 31, 2003.

      All audit and  professional  services  provided  by BDO  Seidman,  LLP are
approved by the Audit Committee.  The total fees billed by BDO Seidman, LLP were
$178,429 in 2002 and $313,992 in 2003.  The following  table shows the aggregate
fees billed to us by BDO Seidman, LLP for professional  services rendered during
the year ended December 31, 2003.

--------------------------------------------------------------------------------
                                                         Amount ($)
--------------------------------------------------------------------------------
 Description of Fees                              2002               2003
--------------------------------------------------------------------------------
 Audit Fees                                     $173,929           $264,917
--------------------------------------------------------------------------------
 Audit-Related Fees                               4,500             43,580
--------------------------------------------------------------------------------
 Tax Fees                                          --                 --
--------------------------------------------------------------------------------
 All Other Fees                                    --                 --
--------------------------------------------------------------------------------
 Total                                          $178,429           $308,497
                                                ========           ========
--------------------------------------------------------------------------------

Audit Fees

      Represents fees for  professional  services  provided for the audit of our
annual financial  statements and review of our financial  statements included in
our quarterly  reports and services in connection  with statutory and regulatory
filings.

Audit-Related Fees

      Represents the fees for assurance and related services that are reasonably
related to the  performance of the audit or review of our financial  statements,
including those in 2002 and 2003 related to the acquisition of the ISI business.

      The Audit  Committee has determined  that BDO Seidman,  LLP's rendering of
these non-audit services is compatible with maintaining  auditors  independence.
The Board of Directors considers BDO Seidman, LLP to be well qualified to


                                       24


serve as the independent  public  accountants of the Company.  If, however,  the
stockholders  do not ratify the  appointment  of BDO Seidman,  LLP, the Board of
Directors  may,  but is not  required  to,  reconsider  the  appointment.  It is
anticipated  that a  representative  of BDO Seidman,  LLP will be present at the
Annual Meeting and will be available to respond to appropriate questions.

      The affirmative vote of at least a majority of the shares  represented and
voting at the Annual  Meeting at which a quorum is present  (which shares voting
affirmatively  also  constitute  at least a majority of the required  quorum) is
necessary for approval of Proposal No. 2.

THE BOARD OF  DIRECTORS  DEEMS  PROPOSAL  NO. 2 TO BE IN THE BEST  INTERESTS  OF
HEMISPHERX AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.

                                 PROPOSAL NO. 3


          APPROVAL OF THE ISSUANCE OF 13,686,841 SHARES OF COMMON STOCK
               ISSUABLE UPON EXERCISE OF CERTAIN WARRANTS AND UPON
    CONVERSION OF CERTAIN OUTSTANDING DEBENTURES AND DEBENTURES ISSUABLE UPON
                      EXERCISE OF CERTAIN RIGHTS TO COMPLY
                       WITH AMEX COMPANY GUIDE SECTION 713



As described below, in four transactions between July 10, 2003 and May 14, 2004,
we issued convertible  debentures,  rights to purchase  convertible  debentures,
warrants and common stock in private  transactions  with  accredited  investors.
Section 713 of the American Stock Exchange  ("AMEX") Company Guide provides that
we must obtain stockholder approval before issuance,  at a price per share below
market value,  of common stock,  or  securities  convertible  into common stock,
equal to 20% or more of our outstanding common stock (the "Exchange Cap"). Taken
separately,  the four transactions do not trigger Section 713. However, the AMEX
has taken the position that the transactions  should be aggregated and, as such,
stockholder  approval is required for exercise of the warrants and conversion of
the  Debentures  at least to the extent that  issuance of those shares equals or
exceeds the Exchange Cap.

To assure that we are in  compliance  with  Company  Guide  Section  713, we are
requesting  your approval of the issuance of 13,686,841  shares (which  includes
2,444,074  anti-dilution  shares).  These include shares issued and to be issued
upon conversion of all of the outstanding  debentures,  including the debentures
issuable upon exercise of rights  described  below,  and upon exercise of all of
the warrants.  If this proposal is not passed,  we will be required to make cash
payments in lieu of issuing  shares of our stock upon  conversion  of debentures
and exercise of  warrants.  See  "Effects of issuance of the shares"  below.  In
addition,  approval of this proposal will give us more  flexibility to do equity
financing transactions in the future.


Description of the transactions.


On July 10, 2003, we issued an aggregate of $5,426,000 in principal amount of 6%
Senior  Convertible  Debentures due July 31, 2005 (the "July Debentures") and an
aggregate  of 507,103  Warrants  (the "July 2008  Warrants")  to two  accredited
investors, in a private placement for aggregate proceeds of $4,650,000. Pursuant
to the terms of the July Debentures, $1,550,000 of the proceeds from the sale of
the July  Debentures were to have been held back and released to us if, and only
if, we acquired the facility of Interferon Sciences,  Inc. ("ISI") with in a set
timeframe.  These funds were  released to us in October 2003 although we had not
acquired  ISI's facility at that time.  The July  Debentures  mature on July 31,
2005 and bear interest at 6% per annum, payable quarterly in cash or, subject to
satisfaction  of certain  conditions,  common stock.  Any shares of common stock
issued to the  investors  as payment of  interest  shall be valued at 95% of the
average closing price of the common stock during the five  consecutive  business
days ending on the third  business  day  immediately  preceding  the  applicable
interest payment date.



                                       25



The July  Debentures are  convertible at the option of the investors at any time
through  July 31, 2005 into shares of our common  stock.  The  conversion  price
under the July Debentures was fixed at $2.14 per share;  however, as part of the
debenture placement funded on October 29, 2003 (see below), the conversion price
under the July Debentures was lowered to $1.89 per share.  The conversion  price
is subject to adjustment  for  anti-dilution  protection  for issuance of common
stock or securities  convertible  or  exchangeable  into common stock at a price
less than the conversion price then in effect. In addition, in the event that we
do not pay the redemption  price at maturity,  the Debenture  holders,  at their
option,  may convert the  balance due at the lower of (a) the  conversion  price
then in effect and (b) 95% of the lowest  closing sale price of our common stock
during the three trading days ending on and including the conversion date.

The July 2008 Warrants, as amended,  received by the investors are to acquire at
any time  commencing  on July 26, 2004 through  January 31, 2009 an aggregate of
507,102 shares of common stock at a price of $2.46 per share.  On July 10, 2004,
the exercise  price of these July 2008  Warrants will reset to the lesser of the
exercise price then in effect or a price equal to the average of the daily price
of the common stock between July 11, 2003 and July 9, 2004.  The exercise  price
(and the reset  price) under the July 2008  Warrants  also is subject to similar
adjustments for anti-dilution  protection.  Notwithstanding  the foregoing,  the
exercise price as reset or adjusted for anti-dilution,  will in no event be less
than $2.14 per share.

On October 29, 2003, we issued an aggregate of $4,142,357 in principal amount of
6% Senior Convertible Debentures due October 31, 2005 (the "October Debentures")
and an aggregate of 410,134  Warrants (the "October 2008 Warrants") in a private
placement for aggregate  gross proceeds of $3,550,000.  Pursuant to the terms of
the October Debentures,  $1,550,000 of the proceeds from the sale of the October
Debentures  had been  held  back,  but were  released  to us in April  2004.  As
required by the Debentures, we are in the process of providing a mortgage on the
ISI facility as further  security  for the  Debentures.  The October  Debentures
mature on October 31, 2005 and bear interest at 6% per annum,  payable quarterly
in cash or, subject to satisfaction  of certain  conditions,  common stock.  Any
shares of common stock issued to the  investors as payment of interest  shall be
valued at 95% of the average  closing  price of the common stock during the five
consecutive business days ending on the third business day immediately preceding
the applicable interest payment date.

Upon completing the sale of the October  Debentures,  we received  $3,275,000 in
net proceeds consisting of $1,725,000 from the October Debentures and $1,550,000
that had been withheld from the July Debentures.  As noted above,  $1,550,000 of
the proceeds from the October Debentures had been held back but were released in
April 2004.


The October  Debentures  are  convertible  at the option of the investors at any
time through  October 31, 2005 into shares of our common stock.  The  conversion
price  under the  October  Debentures  is fixed at $2.02 per  share,  subject to
adjustment  for  anti-dilution  protection  for  issuance  of  common  stock  or
securities  convertible or  exchangeable  into common stock at a price less than
the conversion  price then in effect.  In addition,  in the event that we do not
pay the redemption price at maturity,  the Debenture  holders,  at their option,
may convert the  balance  due at the lower of (a) the  conversion  price then in
effect and (b) 95% of the lowest  closing  sale price of our common stock during
the three trading days ending on and including the conversion date.


The October 2008 Warrants, as amended,  received by the investors are to acquire
at any time  commencing  on July 26, 2004 through April 30, 2009 an aggregate of
410,134  shares of common  stock at a price of $2.32 per share.  On October  29,
2004, the exercise price of these October 2008 Warrants will reset to the lesser
of the  exercise  price  then in effect or a price  equal to the  average of the
daily price of the common stock between October 29, 2003 and



                                       26



October 27,  2004.  The  exercise  price (and the reset price) under the October
2008  Warrants  also  is  subject  to  similar   adjustments  for  anti-dilution
protection.  Notwithstanding  the  foregoing,  the  exercise  price  as reset or
adjusted for anti-dilution, will in no event be less than $2.19 per share.


On January 26, 2004,  we issued:  (i) an aggregate  of  $4,000,000  in principal
amount of 6% Senior  Convertible  Debentures  due January 31, 2006 (the "January
2004 Debentures");  (ii) an aggregate of 790,514 warrants (the "2009 Warrants");
(iii) 158,103  shares of common stock;  and (iv)  Additional  Investment  Rights
("AIR") to purchase up to an additional  $2,000,000  principal amount of January
2004 Debentures  commencing in six months,  in a private placement for aggregate
net proceeds of $3,695,000.  The January 2004  Debentures  mature on January 31,
2006 and bear interest at 6% per annum, payable quarterly in cash or, subject to
satisfaction  of certain  conditions,  common stock.  Any shares of common stock
issued to the  investors  as payment of  interest  shall be valued at 95% of the
average closing price of the common stock during the five  consecutive  business
days ending on the third  business  day  immediately  preceding  the  applicable
interest payment date.  Commencing six months after issuance, we are required to
start  repaying  the then  outstanding  principal  amount under the January 2004
Debentures in monthly  installments  amortized over 18 months in cash or, at our
option,  in shares of common  stock.  Any shares of common  stock  issued to the
investors as installment  payments shall be valued at 95% of the average closing
price of the common stock during the 10-day  trading  period  commencing  on and
including  the  eleventh  trading day  immediately  preceding  the date that the
installment is due.

The January 2004  Debentures  are  convertible at the option of the investors at
any time  through  January  31,  2006  into  shares  of our  common  stock.  The
conversion  price under the January 2004 Debentures is fixed at $2.53 per share,
subject to adjustment for anti-dilution  protection for issuance of common stock
or securities convertible or exchangeable into common stock at a price less than
the conversion  price then in effect.  In addition,  in the event that we do not
pay the redemption price at maturity,  the Debenture  holders,  at their option,
may convert the  balance  due at the lower of (a) the  conversion  price then in
effect and (b) 95% of the lowest  closing  sale price of our common stock during
the three trading days ending on and including the conversion date.


There are two classes of July 2009 warrants  received by the Investors:  Class A
and Class B. The Class A  warrants  are to acquire  any time from July 26,  2004
through July 26, 2009 an aggregate of up to 395,257  shares of common stock at a
price of $3.29 per share. The Class B warrants are to acquire any time from July
26, 2004 through  July 26, 2009 an  aggregate of up to 395,257  shares of common
stock at a price of $5.06 per share.  On January 27, 2005, the exercise price of
these July 2009  Class A and Class B Warrants  will reset to the lesser of their
respective  exercise price then in effect or a price equal to the average of the
daily price of the common stock  between  January 27, 2004 and January 26, 2005.
The exercise  price (and the reset price) under the July 2009  Warrants  also is
subject to similar adjustments for anti-dilution protection. Notwithstanding the
foregoing,  the exercise prices as reset or adjusted for anti-dilution,  will in
no event be less than  $2.58 per share with  regard to the Class A  warrants  or
$3.54 per share with regard to the Class B warrants.


The above  mentioned  AIR  grant the  investors  the right to  acquire  up to an
additional $2,000,000 principal amount of January 2004 Debentures from us. These
Debentures  are  identical  to the  January  2004  Debentures  except  that  the
conversion price is $2.58.  The AIR are exercisable  commencing on July 26, 2004
(the  "Trigger"  date) for a period of 90 days from the Trigger  Date or 90 days
from the date which the registration  statement  registering the shares issuable
upon the conversion of the January 2004  Debentures to be issued pursuant to the
AIR is declared effective, whichever is longer.

Pursuant to the terms and conditions of the July Debentures,  October Debentures
and January 2004 Debentures  (collectively,  the "Debentures"),  we have pledged
all of our assets, other than our intellectual property, as


                                       27


collateral,  and we are subject to comply with  certain  financial  and negative
covenants.  In  addition,  we have  paid  $1,300,000  into  the  Debenture  cash
collateral  account  as  required  by the  terms  of the  Debentures.  The  cash
collateral account provides  additional security for repayment of the Debentures
in the event of default.


On May 14, 2004, in consideration for the Debenture  holders' exercise of all of
the warrants issued to them in June 2003 (the "June 2008  Warrants"),  we issued
to the holders  warrants  (the "May 2009  Warrants") to purchase an aggregate of
1,300,000  shares of our common stock. We issued  1,000,000  shares and received
gross proceeds of $2,400,000 from the exercise of the June 2008 Warrants.

The May 2009 Warrants are to acquire at any time commencing on November 14, 2004
through  April 30, 2009 an aggregate  of  1,300,000  shares of common stock at a
price of $4.50 per share.  On May 14, 2005, the exercise price of these May 2009
Warrants  will  reset to the  lesser of the  exercise  price then in effect or a
price equal to the average of the daily  price of the common  stock  between May
15, 2004 and May 13, 2005.  The  exercise  price (and the reset price) under the
May 2009 Warrants also is subject to adjustments  for  anti-dilution  protection
similar  to those in the other  Warrants.  Notwithstanding  the  foregoing,  the
exercise price as reset or adjusted for anti-dilution,  will in no event be less
than $4.008 per share.

In addition, as agreed to by the Debenture holders, the provisions of all of the
outstanding Debentures (including the AIR Debentures) and related Warrants owned
by them have been amended to limit the maximum  amount of funds that the holders
could  receive  in lieu of  shares  upon  conversion  of the  Debentures  and/or
exercise  of the  Warrants  in the event that the  Exchange  Cap was  reached to
119.9%  of the  conversion  price of the  relevant  Debentures  and 19.9% of the
relevant Warrant exercise price.

We entered into Registration  Rights Agreements with the investors in connection
with  the  issuance  of (i) the  Debentures  (including  any  Debentures  issued
pursuant to the AIR); (ii) the June 2008, July 2008,  October 2008, January 2009
and May 2009  Warrants  (collectively,  the  "Warrants");  and (iii) the  shares
issued in January 2004.  Pursuant to the Registration  Rights Agreements we have
registered  on behalf of the investors the shares issued to them in January 2004
and 135% of the shares issuable upon conversion of the Debentures (including any
Debentures  issued pursuant to the AIR) and upon exercise of all of the Warrants
other than the May 2009 Warrants.  If, subject to certain  exceptions,  sales of
all shares so registered cannot be made pursuant to the registration statements,
then we will be required to pay to the investors their pro rata share of $.00067
times the outstanding  principal amount of the relevant  Debentures for each day
the above condition exists.

By agreement  with  Cardinal  Securities,  LLC, for general  financial  advisory
services and in conjunction  with the private  debenture  placements in July and
October 2003 and in January 2004, we paid Cardinal Securities, LLC an investment
banking fee equal to 7% of the investments made by the two Debenture holders and
issued to Cardinal the following  common stock  purchase  warrants:  (i) 112,500
exercisable at $2.57 per share; (ii) 87,500  exercisable at $2.42 per share; and
(iii) 100,000  exercisable at $3.04 per share. The $2.57 warrants expire on July
10, 2008, the $2.42  warrants  expire on October 30, 2008 and the $3.04 warrants
expire on January 5, 2009. With regard to the exercise of the June 2008 Warrants
and issuance of the May 2009 Warrants,  Cardinal received an investment  banking
fee of 7%,  half in cash and half to be  issued in  shares.  By  agreement  with
Cardinal,  we have  registered  all of the shares  issuable upon exercise of the
above mentioned warrants for public sale and agreed to register the shares to be
issued with regard to the recent warrant  exercise.  We are seeking  approval of
the issuance of the shares upon exercise of these  warrants and the shares to be
issued to Cardinal with regard to the recent warrant exercise too.



                                       28


As of the record date, the investors had converted  $11,902,610 of debt from the
March,  July and October  Debentures into 7,073,234  shares of our common stock.
The March Debentures have been fully converted.  The remaining principal balance
on the Debentures is  convertible  into shares of our stock at the option of the
investors at any time, through their respective maturity dates.

We have used and continue to use the net proceeds from these  private  offerings
for operating purposes.

Effects of issuance of the shares

A  significant  number  of  shares  will  be  issuable  upon  conversion  of the
Debentures and exercise of the Warrants. To the extent that a significant number
of these shares are issued, there will be a substantial pro rata dilution to our
current stockholders. In addition, because these shares have been registered for
public sale, such sales,  or the  anticipation of the possibility of such sales,
represents  an overhang on the market and could  depress the market price of our
common stock.


If issuance of these shares is not approved by  stockholders,  we will be unable
to issue shares upon exercise of approximately 3,007,751 warrants and we will be
unable to issue  shares upon  conversion  of  approximately  $763,000  principal
amount of the Debentures (including the Debentures issuable upon exercise of the
AIR).  The foregoing  assumes that none of the applicable  outstanding  warrants
will be  exercised  prior  to the  Exchange  Cap  being  reached  and  that  the
Debentures  will be converted in order of issuance.  If warrants are  exercised,
the  amount of  Debenture  principal  that will no  longer be  convertible  will
increase.  We also will be required to pay  interest in cash rather than shares.
In addition, should this proposal not be passed, we are obligated to continue to
seek stockholder approval every three months.

Pursuant to the terms of the Warrants as amended, if stockholders do not approve
this resolution, any time the Warrant holder presents a notice of exercise after
the  Exchange  Cap is reached,  we would be required to pay within two  business
days an amount in cash equal to the lesser of (a) the  product of (X) the number
of shares of common stock which could not be issued multiplied by (Y) the excess
of (1) the average of the closing sale prices of the common stock on each of the
five trading days ending on the third trading day immediately preceding the date
that the Warrants become  unexercisable as a result of the stockholders  failure
to approve this resolution over (2) the warrant exercise price then in effect or
(b) an amount  equal to 19.9% of the  applicable  exercise  price per  shares of
common stock which could not be issued.

Pursuant to the terms of the  Debentures(including  the Debentures issuable upon
exercise  of  the  AIR),  as  amended,  if  stockholders  do  not  approve  this
resolutions, any time the Debenture holder presents a notice of conversion after
the  Exchange  Cap is reached,  we would be required to pay within two  business
days an amount in cash equal to the lesser of (a) the number of shares of common
stock which could not be issued  multiplied  by (Y) the average of the  weighted
average price of the common stock on each of the five trading days ending on the
third trading day immediately  preceding the date of delivery of such conversion
notice or (b) an amount equal to 119.9% of the applicable  conversion  price for
the amount requested to be converted.


THE BOARD OF  DIRECTORS  DEEMS  PROPOSAL  NO. 3 TO BE IN THE BEST  INTERESTS  OF
HEMISPHERX AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.


                                       29


                                 PROPOSAL NO. 4

              APPROVAL OF THE HEMISPHERx 2004 EQUITY INCENTIVE PLAN

      The Company is submitting the Hemispherx  2004 Equity  Incentive Plan (the
"Equity Incentive Plan") to the stockholders for approval at the annual meeting.
The Equity  Incentive  Plan is  intended to attract  and retain  individuals  of
experience  and ability,  to provide  incentive to employees,  consultants,  and
non-employee  directors  of the  Company,  to  encourage  employee  and director
proprietary  interests in the Company,  and to encourage  employees to remain in
the employ of the Company.  The Equity  Incentive Plan is  conditioned  upon the
stockholders'  approval.  The purposes of obtaining stockholder approval include
qualifying  the Equity  Incentive  Plan  under the  Internal  Revenue  Code (the
"Code") for the granting of incentive  stock options;  meeting the  requirements
for  tax-deductibility of certain compensation items under Section 162(m) of the
Code; and meeting the  requirements of AMEX  applicable to the Equity  Incentive
Plan.

      The  following  general  description  of  certain  features  of the Equity
Incentive Plan is qualified in its entirety by reference to the Equity Incentive
Plan, which is attached as Appendix A. Capitalized  terms not otherwise  defined
herein have the meanings ascribed to them in the Equity Incentive Plan.

      The Board of Directors  adopted the Equity Incentive Plan effective May 1,
2004,  subject  to  the  approval  of the  Company's  stockholders.  The  Equity
Incentive  Plan  authorizes  the  grant of  non-qualified  and  incentive  stock
options,  stock appreciation rights,  restricted stock and other stock awards. A
maximum of 8,000,000  shares of common stock is reserved for potential  issuance
pursuant to awards under the Equity  Incentive Plan.  Unless sooner  terminated,
the Equity  Incentive Plan will continue in effect for a period of 10 years from
its effective date.

      The Equity  Incentive Plan is administered by the Board of Directors.  The
Equity Incentive Plan provides for awards to be made to such officers, other key
employees,  non-employee directors,  consultants and advisors of the Company and
its subsidiaries as the Board may select.  No awards have been granted under the
Equity Incentive Plan.

      Stock options  awarded under the Equity  Incentive Plan may be exercisable
at such  times  (not  later  than 10 years  after the date of grant) and at such
exercise  prices (not less than fair  market  value at the date of grant) as the
Board may  determine.  The Board may provide  for options to become  immediately
exercisable upon a "change in control," which is defined in the Equity Incentive
Plan to occur  upon any of the  following  events:  (a) the  acquisition  by any
person or group, as beneficial  owner, of 20% or more of the outstanding  shares
or the voting power of the outstanding  securities of the Company;  (b) either a
majority of the directors of Company at the annual stockholders meeting has been
nominated  other than by or at the direction of the  incumbent  directors of the
Board,  or the  incumbent  directors  cease  to  constitute  a  majority  of the
Company's  Board;  (c) the  Company's  stockholders  approve  a merger  or other
business  combination  pursuant  to which the  outstanding  common  stock of the
Company no longer  represents  more than 50% of the  combined  entity  after the
transaction;   (d)  the  Company's  shareholders  approve  a  plan  of  complete
liquidation or an agreement for the sale or disposition of all or  substantially
all of the Company's assets;  or (e) any other event or circumstance  determined
by the  Company's  Board to affect  control of the  Company  and  designated  by
resolution of the Board as a change of control.

      The exercise  price of an option may be paid with cash,  common stock,  or
such other  consideration  as the Board may  specify.  No options may be granted
under the Equity Incentive Plan after the tenth anniversary of its effective


                                       30


date. Unless the Board determines  otherwise,  options will be transferable only
by will or the laws of descent and distribution.

      Stock  appreciation  rights awarded under the Equity Incentive Plan may be
granted as related rights,  either in connection with and at the same time as an
option is granted,  or by amendment of an outstanding  non-qualified  option.  A
related stock  appreciation  right may be granted with respect to all or some of
the shares  covered by the related  option.  Related stock  appreciation  rights
generally  become  exercisable  at the same times as the related  options become
exercisable,  but may be limited so as to become  exercisable  only upon certain
events,  such as a change in  control.  Upon  exercise of a related  right,  the
grantee would receive,  in lieu of purchasing stock,  either stock or cash equal
to the  difference  between the fair market value on the date of exercise of the
underlying shares of common stock subject to the related option and the exercise
price of the option. Stock appreciation rights may also be granted independently
of any option,  to become  exercisable at such times as the Board may determine.
Upon exercise of such a right,  the grantee  would receive  either stock or cash
equal to the difference between the fair market value on the date of exercise of
the shares of common stock subject to the right and the fair market value of the
shares on the date of grant of the right.

      Restricted stock awarded under the Equity Incentive Plan may be granted on
such terms and conditions as the Board may determine,  including provisions that
govern the lapse of restrictions  and voting  dividend,  distribution  and other
shareholder  rights  with  respect  to the  restricted  stock.  If a grantee  of
restricted stock terminates service with the Company for any reason, the grantee
will forfeit to the Company any restricted stock on which the restrictions  have
not lapsed or been removed on or before the date of termination of service.

      Other stock awards under the Equity  Incentive Plan may provide for common
stock to be issued to grantees in exchange  for  consideration  specified by the
Board that is either the grantee's  cash or other direct  payment to the Company
or the  grantee's  past  services  rendered to the Company or a subsidiary on or
before issuance.

            The  following  is a brief  summary of  certain of the U.S.  federal
income tax consequences of certain  transactions under the Equity Incentive Plan
based on federal  income tax laws in effect on  January  1, 2004.  This  summary
applies to the Equity Incentive Plan as normally operated and is not intended to
provide or supplement  tax advice to eligible  employees.  The summary  contains
general   statements   based  on  current  U.S.  federal  income  tax  statutes,
regulations and currently available interpretations thereof. This summary is not
intended to be  exhaustive  and does not  describe  state,  local or foreign tax
consequences or the effect, if any, of gift, estate and inheritance taxes.

      Grants of options or stock  appreciation  rights are not taxable income to
the  grantees or  deductible  for tax purposes by the Company at the time of the
grant. In the case of non-qualified  stock options,  a grantee will be deemed to
receive ordinary income upon exercise of the stock option,  and the Company will
be entitled to a  corresponding  deduction,  in an amount equal to the amount by
which  the  fair  market  value of the  common  stock  purchased  on the date of
exercise  exceeds the exercise price.  The exercise of an incentive stock option
will not be taxable to the grantee or deductible by the Company,  but the amount
of any income deemed to be received by a grantee due to premature disposition of
common stock  acquired upon the exercise of an incentive  stock option will be a
deductible  expense  of the  Company  for tax  purposes.  In the  case of  stock
appreciation  rights,  a grantee will be deemed to receive  ordinary income upon
exercise  of the right,  and the Company  will be  entitled  to a  corresponding
deduction, in an amount equal to the cash or fair market value of shares payable
to the grantee.  Grantees of restricted  stock awards  generally  will recognize
ordinary income in an amount equal to the fair


                                       31


market value of the shares of common stock  granted to them at the time that the
restrictions  on the shares lapse and the shares  become  transferable.  At that
time,  the Company will be entitled to a  corresponding  deduction  equal to the
amounts  recognized  as income by the  grantees in the year in which the amounts
are included in the grantees' income. Grantees of stock issued pursuant to other
stock awards will generally  receive  ordinary  income,  and the Company will be
entitled to a corresponding deduction, in an amount equal to the amount by which
the fair market  value of the common  stock on the date of issuance  exceeds the
grantee's cash or other payment to the Company, if any.

      Section   162(m)  of  the  Code   generally   disallows  a  publicly  held
corporation's tax deduction for certain compensation in excess of $1 million per
year  paid to each of the  five  most  highly  compensated  executive  officers,
exclusive of compensation that is "performance-based."  The Company has designed
the Equity  Incentive  Plan in a manner  that is intended to qualify the options
and any stock  appreciation  rights  granted under the Equity  Incentive Plan as
performance-based  compensation  that  will  not be  subject  to  the  deduction
limitation of Section 162(m). Any grant of restricted stock or other stock award
could  (but  is not  required  to) be  designed  to  avoid  any  such  deduction
limitation.

      The Board has the general power to amend the Equity  Incentive Plan in any
respect.  However,  if the Equity Incentive Plan is approved by the stockholders
at the  annual  meeting,  the Board may not,  without  further  approval  of the
Company's stockholders, amend the Plan so as to increase the aggregate number of
shares of common  stock  that may be issued  under the  Equity  Incentive  Plan,
modify the  requirements  as to  eligibility to receive  awards,  or to increase
materially  the benefits  accruing to  participants.  In addition,  the Board is
permitted  to  modify,  extend  or  renew  outstanding  stock  options  or stock
appreciation  rights,  and to  authorize  the  granting  of new options or stock
appreciation  rights in substitution for existing  options and rights.  However,
existing options or rights may not be repriced, directly or indirectly, so as to
provide for modified or new options or rights with an exercise  price lower than
the  exercise  price  provided  for the  outstanding  stock  options  and  stock
appreciation  rights.  The Board is also  authorized to accelerate  the lapse of
restrictions on restricted  stock awards or to remove any or all restrictions at
any time.

THE BOARD OF  DIRECTORS  DEEMS  PROPOSAL  NO. 4 TO BE IN THE BEST  INTERESTS  OF
HEMISPHERx  AND ITS  STOCKHOLDERS  AND RECOMMENDS A VOTE FOR THE APPROVAL OF THE
HEMISPHERx 2004 EQUITY INCENTIVE PLAN


                                       32


                                     GENERAL

Unless contrary  instructions  are indicated on the proxy,  all shares of common
stock  represented by valid proxies received  pursuant to this solicitation (and
not  revoked  before  they are  voted)  will be voted  FOR the  election  of all
directors nominated and FOR Proposals No. 2, 3 and 4.

The Board of Directors  knows of no business  other than that set forth above to
be  transacted  at the  meeting,  but if other  matters  requiring a vote of the
stockholders  arise,  the persons  designated as proxies will vote the shares of
common stock  represented  by the proxies in accordance  with their  judgment on
such matters. If a stockholder specifies a different choice on the proxy, his or
her shares of common stock will be voted in accordance with the specification so
made.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.  WE URGE YOU TO FILL IN, SIGN
AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE PREPAID ENVELOPE  PROVIDED,  NO
MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.

                                             By Order of the Board of Directors,
                                             Ransom W. Etheridge, Secretary

Philadelphia, Pennsylvania
May   , 2004


                                       33



                                    EXHIBIT A

                                   HEMISPHERX
                           2004 EQUITY INCENTIVE PLAN

Hemispherx  Biopharma,  Inc.  hereby  establishes  the  Hemispherx  2004  Equity
Incentive Plan upon the terms and conditions set forth below.

1.       Definitions

         In this Plan document,  except where the context  otherwise  indicates,
words in the  masculine  gender  shall be deemed to include  males and  females,
singular  terms also shall refer to the plural,  and the  following  definitions
shall apply:

1.1.  "Agreement" means a written agreement  specifying the terms and conditions
of an Award.

1.2.  "Award"  means any Option,  Right,  Restricted  Stock or Other Stock Award
granted under the Plan

1.3. "Board" means the Board of Directors of the Corporation.

1.4.  "Change in Control" means the occurrence of any of the following:  (i) the
acquisition  by any  "person"  or "group" (as defined in or pursuant to Sections
13(d) and 14(d) of the Exchange Act) (other than the Corporation, any Subsidiary
or  any  Corporation  or  Subsidiary's   employee  benefit  plan),  directly  or
indirectly,  as "beneficial  owner" (as defined in Rule 13d-3 under the Exchange
Act) of securities of the Corporation  representing twenty percent (20%) or more
of either the then  outstanding  shares or the combined voting power of the then
outstanding  securities  of the  Corporation;  (ii)  either  a  majority  of the
directors of the Corporation  elected at the Corporation's  annual  stockholders
meeting shall have been nominated for election other than by or at the direction
of the "incumbent  directors" of the Corporation,  or the "incumbent  directors"
shall cease to  constitute a majority of the directors of the  Corporation.  The
term  "incumbent  director"  shall mean any  director  who was a director of the
Corporation  on May 1, 2004 and any  individual  who  becomes a director  of the
Corporation  subsequent  to May 1, 2004 and who is elected or nominated by or at
the direction of at least two-thirds of the then incumbent directors;  (iii) the
shareholders of the  Corporation  approve (a) a merger,  consolidation  or other
business  combination of the Corporation  with any other "person" or "group" (as
defined in or pursuant to Sections 13(d) and 14(d) of the 1934 Act) or affiliate
thereof,  other  than  a  merger  or  consolidation  that  would  result  in the
outstanding common stock of the Corporation immediately prior thereto continuing
to represent (either by remaining  outstanding or by being converted into common
stock of the surviving entity or a parent or affiliate  thereof) more than fifty
percent  (50%)  of the  outstanding  common  stock  of the  Corporation  or such
surviving entity or a parent or affiliate thereof outstanding  immediately after
such  merger,  consolidation  or other  business  combination,  or (b) a plan of
complete  liquidation  of the  Corporation  or an  agreement  for  the  sale  or
disposition by the Corporation of all or substantially  all of the Corporation's
assets;  or (iv) any other  event or  circumstance  which is not  covered by the
foregoing  subsections  of this  Section  1.4 but which  the Board of  Directors
determines to affect  control of the  Corporation  and with respect to which the
Board  of  Directors   adopts  a  resolution  that  the  event  or  circumstance
constitutes  a Change in Control for purposes of the Plan.  This  definition  of
"Change in Control" shall not be amended after (i) the occurrence of a Change in
Control;  (ii) the public  announcement of a proposal for a transaction that, if
consummated,  would  constitute  a Change  in  Control;  or (iii)  the  Board of
Directors  learns of a specific  proposal  containing  the essential  terms of a
transaction  that,  if  consummated,  would  constitute  a  Change  in  Control;
provided,  however,  that  in  the  case  of a  proposal  under  (ii)  or  (iii)
immediately  above,  if the proposal is finally  withdrawn or  terminated,  this
definition may be amended after the withdrawal or  termination.  For purposes of
the Plan and all related  Agreements,  if the  employment of any  Participant is
terminated by the Corporation and/or any Subsidiary (other than for cause) after
an event causing the  definition  of "Change in Control" to become  nonamendable
under  the  preceding  subsections  of  this  Section  1.4,  that  Participant's
termination of employment shall be considered to have occurred after a Change in
Control if a Change in Control  occurs with  respect to and within two (2) years
after  the event  causing  the  definition  of  "Change  in  Control"  to become
nonamendable]

1.5. "Code" means the Internal Revenue Code of 1986, as amended.

1.6.  "Common Stock" means the common stock,  par value $.001 per share,  of the
Corporation.

1.7. "Corporation" means Hemispherx Biopharma, Inc.

1.8. "Date of Exercise" means the date on which the Corporation  receives notice
of the exercise of an Option or Right in accordance with the terms of Article 8.

1.9. "Date of Grant" means the date on which the grant of an Award is authorized
under the Plan or such later date as may be specified in the authorization.

1.10. "Effective Date" means May 1, 2004.

1.11. "Exchange Act" means the Securities Exchange Act of 1934, as amended.

1.12. "Fair Market Value" of a share of Common Stock on any relevant date means:
(i) if the Common  Stock is at the time listed on any stock  exchange,  the Fair
Market Value shall be the closing selling price per share of Common Stock on the
date in  question  on the stock  exchange,  the Common  Stock's  price per share
officially  quoted in the composite tape of transactions on the exchange that is
determined  by the  Board to be the  primary  market  for the  Common  Stock and
published in The Wall Street  Journal.  If there is no closing selling price for
the Common  Stock on the date in  question,  then the Fair Market Value shall be
the closing selling price on the last preceding date for which a closing selling
price exists; (ii) if the Common Stock is at the time traded on the NASDAQ Stock
Market,  then the Fair Market Value shall be the closing selling price per share
of Common  Stock on the date in question  that is the Common  Stock's  price per
share reported by the National  Association of Securities  Dealers on the NASDAQ
Stock Market and  published in The Wall Street  Journal.  If there is no closing
selling price for the Common Stock on the date in question, then the Fair Market
Value shall be the closing  selling price on the last preceding date for which a
closing  selling price  exists;  and (iii) if (i) or (ii) does not apply for any
reason,  the Fair Market  Value  shall be  determined  pursuant to a  reasonable
method adopted by the Board in good faith for that purpose.

1.13.  "Incentive  Stock Option" means an Option  granted as such under the Plan
that is intended at the Date of Grant to qualify as an  incentive  stock  option
under Section 422 of the Code.

1.14. "Nonstatutory Stock Option" means an Option granted under the Plan that is
not an Incentive Stock Option.

1.15.  "Option"  means an option to purchase  Shares  granted  under the Plan in
accordance with the terms of Article 6.

1.16. "Option Period" means the period during which an Option may be exercised.

1.17.  "Option  Price"  means the  price  per  Share at which an  Option  may be
exercised.

1.18.  "Other Stock Award"  means an award of Shares  granted  under the Plan in
accordance with the terms of Article 10.

1.19. "Participant" means an individual to whom an Award has been granted.

1.20.  "Permanent  Disability" means disabled within the meaning of Code Section
72(m)(7).

1.21. "Plan" means the Hemispherx 2004 Equity Incentive Plan.

1.22.  "Related  Option" means the Option granted in connection with a specified
Right.

1.23.  "Related  Right" means the Right granted in  connection  with a specified
Option.

1.24.  "Restricted  Stock" means Shares granted in accordance  with the terms of
Article 9.

1.25.  "Retirement"  means  retirement of an officer or other  employee from the
Corporation or a Subsidiary at or after age 65, or in the case of a non-employee
director,  retirement  from the  Board at or after  age 65,  or in the case of a
non-employee consultant or advisor, Termination of Service at or after age 65.

1.26.  "Right"  means a stock  appreciation  right  granted  under  the  plan in
accordance with the terms of Article 7.

1.27. "Right Period" means the period during which a Right may be exercised.

1.28.  "Share"  means a share of Common  Stock that is  authorized  but unissued
pursuant to the Plan.

1.29. "Subsidiary" means a corporation at least 50% of the total combined voting
power of all  classes  of stock  of  which is owned by the  Corporation,  either
directly or through one or more other Subsidiaries.

1.30.  "Termination  of Service"  means  termination  of an  officer's  or other
employee's employment with the Corporation or a Subsidiary,  or in the case of a
non-employee  director,  termination from service as a director on the Board, or
in  the  case  of  a  non-employee  consultant  or  advisor,  cessation  of  the
performance of services to the Corporation or a Subsidiary.

2.       Purpose

         The  Plan  is  intended  to  assist  the   Corporation  in  attracting,
retaining, and motivating directors, officers, other key employees,  consultants
and advisors of outstanding  ability and to promote the  identification of their
interests with those of the shareholders of the Corporation.

3.       Administration

3.1.  The  Board  shall  have  the  power to  determine  in its  discretion  the
directors,  officers,  other key  employees,  consultants  and  advisors  of the
Corporation  or a  Subsidiary  to whom Awards  shall be  granted,  the number of
Shares to be subject to each Award,  and the terms and conditions of each Award.
Without  limiting the generality of the foregoing,  the Board may provide in its
discretion in an Agreement:

(i) that Options or Rights will not become exercisable until a Change in Control
or other specified event(s) with respect to the Corporation or the Participant;


(ii) for an agreement by the  Participant to render  services to the Corporation
or a  Subsidiary  upon such  terms and  conditions  as may be  specified  in the
Agreement;

(iii) for restrictions on the transfer,  sale or other  disposition of shares of
Common  Stock  issued to the  Participant  under the Plan,  in which  case,  the
Corporation  may place a legend  upon the  applicable  certificates  noting  the
restrictions on any Shares issued pursuant to an Award.

(iv) for an agreement by the Participant to resell to the Corporation, under
specified conditions, shares of Common Stock issued under the Plan; and

(v) for the payment of all or part of the Option  Price upon the  exercise of an
Option or purchase of Common Stock pursuant to an Other Stock Award,  subject to
Section 9 or Section 10 below, as applicable.

3.2.  The Plan shall be  administered  by the Board.  In  addition  to any other
powers  granted  to the Board  hereunder,  it shall have the  following  powers,
subject to the express provisions of the Plan:

(i)      to construe and interpret the Agreements and the Plan;

(ii) to require,  whether or not provided for in the pertinent Agreement, of any
person to whom  Shares  are to be  issued  under  the  Plan,  the  making of any
representations or agreements which the Board may deem necessary or advisable in
order to comply with the  securities  laws of the United States or of any state,
including Section 16(b) of the Exchange Act;

(iii) to provide for satisfaction of a Participant's tax liabilities  arising in
connection  with the Plan  under such terms and  conditions  as the Board  deems
appropriate,  including requirements in the event of a disqualifying disposition
of shares of Common Stock  acquired by a Participant  pursuant to exercise of an
Incentive Stock Option; and

(iv) to make all other determinations and take all other actions necessary or
advisable for the administration of the Plan.

3.3. Agreements shall be executed on behalf of the Corporation by the Chairman
of the Board.

3.4. Any determinations or actions made or taken by the Board pursuant to this
Article shall be binding and final.

4. Eligibility

         Awards  may  be  granted  to  those  directors,   officers,  other  key
employees,  consultants  and advisors of the Corporation or a Subsidiary who are
selected  for Awards by the Board.  Only  individuals  who are  employees of the
Corporation or a Subsidiary  shall be eligible for the grant of Incentive  Stock
Options.

5.       Stock Subject to the Plan

5.1.  8,000,000  Shares is (i) the  maximum  number of Shares that may be issued
under the Plan;  and (ii) 3,000,000 is the maximum number of Shares with respect
to which  Awards may be granted to any  Participant  during the period  that the
Plan is in effect.  The  limitation in clause (ii) of the preceding  sentence is
imposed  to  comply  with  the  requirements  for the  exception  for  qualified
performance-based  compensation  under  Section  162(m)  of  the  Code  and  any
applicable regulations.

5.2. If an Award expires or terminates for any reason (other than termination by
virtue of the exercise of a Related Option or Related Right, as the case may be)
in whole or in part, the shares of Common Stock (or applicable  portion thereof)
which had been subject to the  Agreement  relating  thereto  shall become Shares
that are available for the grant of other Awards.

5.3.  Shares of Common  Stock issued upon the exercise of a Right (or if cash is
payable in  connection  with the  exercise,  that number of Shares having a Fair
Market Value equal to the cash payable upon exercise)  shall be charged  against
the number of Shares issuable under the Plan and shall not become  available for
the grant of other Awards. If the Right referred to in the preceding sentence is
a Related  Right,  the Shares subject to the Related  Option,  to the extent not
charged against the number of Shares subject to the Plan in accordance with this
Section 5.3, shall become available for the grant of other Awards.

5.4.  The shares of Common Stock  issued  under the Plan may be  authorized  but
unissued  shares,  treasury shares or shares purchased by the Corporation on the
open market or from private sources for use under the Plan.

6.       Options

6.1.  All  Agreements  granting  Options  shall  specify the extent to which the
Option is  intended  to be either  (i) a  Nonstatutory  Stock  Option or (ii) an
Incentive Stock Option.

6.2. The Option  Period shall be determined  by the Board and  specifically  set
forth  in  the  Agreement,  provided  however,  that  an  Option  shall  not  be
exercisable after ten years from the Date of Grant.

6.3. All Incentive  Stock  Options  granted under the Plan shall comply with the
provisions  of the Code  governing  incentive  stock  options and with all other
applicable rules and regulations.

6.4. No Option shall be granted with an Option Price that is less than the Fair
Market Value of the Shares covered by the Option on the Date of Grant.

6.5. Tax  obligations of a Participant  resulting from the exercise of an Option
shall be withheld or provided for pursuant to any methods approved by the Board.
The amount of taxes paid pursuant to this Section at the time of the exercise of
the Option shall not be less than the statutory minimum withholding  obligations
that  result  from  the  exercise  of  the  Option  and  shall  not  exceed  the
Participant's total estimated federal,  state and any local tax obligations that
result from the exercise of the Option,  except that the  Corporation  shall not
retain shares of Common Stock otherwise  issuable  following the exercise of the
Option  in  excess  of  the  number  required  to  meet  the  statutory  minimum
withholding obligations.

6.6. All other terms of Options granted under the Plan shall be determined by
the Board in its sole discretion.

7. Rights

7.1. A Right may be granted under the Plan:

(i) in connection with, and at the same time as, the grant of an Option;

(ii) by amendment of an outstanding Nonstatutory Stock Option granted under the
Plan; or

(iii) independently of any Option granted under the Plan.

A Right granted under clause (i) or (ii) of the preceding  sentence is a Related
Right. A Related Right may, in the Board's discretion, apply to all or a portion
of the Shares subject to the Related Option.

7.2. A Right may be exercised in whole or in part as provided in the  Agreement,
and subject to the  provisions of the  Agreement,  entitles its  Participant  to
receive,  without  any  payment to the  Corporation  (other  than  required  tax
withholding  amounts) either cash or that number of Shares (equal to the highest
whole number of Shares), or a combination thereof, in an amount or having a Fair
Market Value  determined  as of the Date of Exercise not to exceed the number of
Shares  subject to the portion of the Right  exercised  multiplied  by an amount
equal  to the  excess  of (i) the Fair  Market  Value  per  Share on the Date of
Exercise of the Right over (ii)  either (A) the Fair  Market  Value per Share on
the Date of Grant of the Right if it is not a Related  Right,  or (B) the Option
Price as provided in the Related Option if the Right is a Related Right.

7.3. The Right Period shall be determined by the Board and specifically set
forth in the Agreement, provided, however, that:

(i) a Right will expire no later than the earlier of (A) ten years from the Date
of Grant or (B) in the case of a Related  Right,  the  expiration of the Related
Option;

(ii) a Right may be exercised only when the Fair Market Value of a Share exceeds
either (A) the Fair Market  Value per Share on the Date of Grant of the Right if
it is not a Related  Right,  or (B) the Option  Price as provided in the Related
Option if the Right is a Related Right; and

(iii)    a Right that is a Related Right to an Incentive Stock Option may be
exercised only when and to the extent the Related Option is exercisable.

7.4.  The  exercise,  in whole or in part,  of a Related  Right shall reduce the
number of Shares  subject to the  Related  Option by the  number of Shares  with
respect to which the Related Right is  exercised.  Similarly,  the exercise,  in
whole or in part, of a Related  Option shall reduce the number of Shares subject
to the Related  Right by the number of Shares with  respect to which the Related
Option is exercised.

7.5. Tax  obligations  of a Participant  resulting  from the exercise of a Right
shall be withheld or provided for pursuant to any methods approved by the Board.
The amount of taxes paid pursuant to this Section at the time of the exercise of
the Option shall not be less than the statutory minimum withholding  obligations
that  result  from  the  exercise  of  the  Option  and  shall  not  exceed  the
Participant's total estimated federal,  state and any local tax obligations that
result from the exercise of the Option,  except that the  Corporation  shall not
retain shares of Common Stock otherwise  issuable  following the exercise of the
Option  in  excess  of  the  number  required  to  meet  the  statutory  minimum
withholding obligations.

8.       Exercise

         An Option or Right may,  subject  to the  provisions  of the  Agreement
under which it was granted,  be exercised in whole or in part by the delivery to
the Corporation of written notice of the exercise, in such form as the Board may
prescribe, accompanied, in the case of an Option, by full payment for the Shares
with  respect  to which  the  Option is  exercised.  A  Participant  may pay the
purchase  price  either (i) in cash;  (ii) with  previously  acquired  shares of
Common Stock (valued at Fair Market Value on the Date of Exercise of the Option)
that have either been  purchased  in open market  transactions  or issued by the
Corporation  pursuant to a plan thereof or of a Subsidiary;  (iii) by payment of
such  other  consideration  as the  Board  may  specify;  or (iv) a  combination
thereof.

9.       Restricted Stock

9.1. The Board may cause the Corporation to issue  Restricted Stock from time to
time.  Whenever the Board deems it  appropriate to grant  Restricted  Stock to a
Participant,  notice  shall be given to the  Participant  stating  the number of
Shares  granted as  Restricted  Stock and the terms and  conditions to which the
Restricted Stock is subject.  That notice shall become an Agreement upon written
acceptance by the  Participant,  and  certificates  representing  the Restricted
Stock shall be issued and delivered to the  Participant  as soon as  practicable
after  execution and return of the  Agreement.  Restricted  Stock may be granted
with or without cash consideration.

9.2. Restricted Stock issued pursuant to the Plan shall be subject to the
following restrictions:

(i)  No  Restricted  Stock  may  be  sold,   assigned,   transferred,   pledged,
hypothecated,  or otherwise encumbered or disposed of until the restrictions set
forth in the  applicable  Agreement  have  lapsed or been  removed  pursuant  to
Section 9.3 or Section 9.4.

(ii) In the  case of a  Participant's  Termination  of  Service  for any  reason
(whether  voluntarily or involuntarily,  with or without cause), the Participant
shall forfeit to the Corporation any Restricted  Stock on which the restrictions
have not lapsed or been removed  pursuant to Section 9.3 or Section 9.4 below on
the date of the  Termination  of  Service,  and the  Corporation  shall  have no
obligation to pay any amounts with respect to such Restricted Stock,  unless the
Board determines to the contrary.

9.3.  The Board shall  establish  as to each Award of  Restricted  Stock (i) the
terms and conditions upon which the  restrictions set forth in Section 9.2 above
shall lapse,  and (ii) the extent,  if any, to which the Participant  shall have
the  voting,  dividend,  distribution  and other  rights of a  shareholder  with
respect to the Restricted  Stock.  Certificates  representing  Restricted  Stock
shall bear a legend  referring to the restrictions set forth in the Plan and the
Participant's  Agreement.  Those  terms  and  conditions  may  include,  without
limitation,  the  lapsing of  restrictions  as a result of the death,  Permanent
Disability  or Retirement of the  Participant  or the  occurrence of a Change in
Control.

9.4.  Notwithstanding Section 9.2(i) and Section 9.2(ii) above, the Board may at
any  time,  in its sole  discretion,  accelerate  the  time at which  any or all
restrictions  on  Restricted  Stock  will  lapse  or  remove  any and  all  such
restrictions.

9.5. Tax obligations of a Participant  resulting from the Participant's  earning
Restricted  Stock  hereunder  shall be withheld or provided  for pursuant to any
methods  approved  by the Board and set forth in the  Agreement.  The  amount of
taxes  so  paid  shall  not be  less  than  the  statutory  minimum  withholding
obligations that result when the Restricted Stock is earned and shall not exceed
the Participant's  total estimated federal,  state and any local tax obligations
that result when the  Restricted  Stock is earned,  except that the  Corporation
shall not retain  shares of Common  Stock  otherwise  issuable  in excess of the
number required to meet the statutory minimum withholding requirements.

10.      Other Stock Awards

         The Board may cause the  Corporation to issue Common Stock from time to
time  pursuant to an Other Stock Award in exchange  for  consideration  from the
Participant  specified  by the Board  that is either the  Participant's  cash or
other direct  payment to the  Corporation  or the  Participant's  past  services
rendered to the  Corporation  or a Subsidiary on or before the date of issuance.
Whenever  the Board  deems it  appropriate  to grant an Other  Stock  Award to a
Participant,  notice  shall be given to the  Participant  stating  the number of
Shares to be issued  pursuant  to the Other  Stock Award and the other terms and
conditions of the Other Stock Award.  That notice shall become an Agreement upon
written  acceptance  by  the  Participant.  Tax  obligations  of  a  Participant
resulting from the Participant's Other Stock Award shall be withheld or provided
for  pursuant  to any  methods  approved  by the  Board  and  set  forth  in the
Agreement.  The  amount of taxes so paid  shall not be less than the  applicable
statutory minimum  withholding  obligations that result when the Common Stock is
earned and shall not exceed the Participant's total estimated federal, state and
any local tax obligations that relate to the Other Stock Award,  except that the
Corporation shall not retain shares of Common Stock otherwise issuable in excess
of the number required to meet the statutory minimum withholding requirements.

11.      Nontransferability of Options and Rights

         Unless  otherwise  determined by the Board,  Options and Rights granted
under  the Plan  shall  not be  transferable  other  than by will or the laws of
descent and  distribution,  and an Option or Right may be  exercised  during the
Participant's  lifetime only by him or in the event of his legal disability,  by
his legal representative.  A Related Right is transferable only when the Related
Option is  transferable  and only  with the  Related  Option  and under the same
conditions.

12.      Capital Adjustments

         The number and class of Shares subject to each  outstanding  Award, the
Option  Price and the  aggregate  number  and class of Shares  for which  Awards
thereafter  may be made shall be  adjusted  by the  Board,  as  appropriate  and
equitable,  to reflect such events as stock dividends,  dividends  payable other
than in cash or other extraordinary dividends, stock splits,  recapitalizations,
mergers, consolidations or reorganizations of or by the Corporation.

13.      Termination or Amendment

         The Board shall have the power to terminate the Plan and to amend it in
any respect, provided that, after the Plan has been approved by the shareholders
of the Corporation,  the Board may not, without the approval of the shareholders
of the  Corporation,  amend the Plan so as to increase the  aggregate  number of
Shares that may be issued  under the Plan (except as provided in Article 12), to
modify the  requirements  as to  eligibility to receive  Awards,  or to increase
materially the benefits accruing to Participants.  Notwithstanding the preceding
sentence,  no  termination  or amendment  of the Plan shall,  without his or her
consent,  adversely  affect  the rights or  obligations  of a  Participant  with
respect  to any Award  previously  granted  except as  reasonably  required  for
compliance  with Rule 16b-3 under the Exchange Act or with the provisions of the
Code and other applicable rules and regulations  thereunder  governing incentive
stock options.

14.      Modification, Extension and Renewal of Options and Rights

         Subject to the terms and conditions  and within the  limitations of the
Plan,  the  Board may  modify,  extend or renew  outstanding  Awards;  provided,
however, that no Option or Right shall be repriced,  whether by the reduction of
the Option Price (or the Fair Market Value per Share on the Date of Grant in the
case of a Right that is not a Related Right) or by the cancellation of an Option
or Right and the issuance of a substitute  Option or Right with a lower Exercise
Price (or the Fair Market  Value per Share on the Date of Grant in the case of a
Right that is not a Related Right).

15.      Term of the Plan

         Unless sooner  terminated by the Board pursuant to Article 13, the Plan
shall  terminate on the date ten years after its  adoption by the Board,  and no
Awards may be granted or awarded after  termination.  The termination  shall not
affect the validity of any Award outstanding on the date of termination.

16.      Indemnification of Board

         In  addition  to any  other  indemnification  rights  they  may have as
directors,  the members of the Board  shall be  indemnified  by the  Corporation
against the reasonable expenses, including attorneys' fees, actually incurred in
connection with the defense of any action, suit or proceeding,  or in connection
with any appeal  therein,  to which they or any of them may be a party by reason
of any action  taken or failure to act under or in  connection  with the Plan or
any Award granted hereunder,  and against all amounts reasonably paid by them in
settlement  thereof or paid by them in  satisfaction  of a judgment  in any such
action, suit or proceeding,  if such members acted in good faith and in a manner
which they  believed  to be in, and not opposed  to, the best  interests  of the
Corporation.

17.      General Provisions

17.1. The establishment of the Plan shall not confer upon any director, officer,
other employee,  consultant or advisor of the Corporation any legal or equitable
right against the Corporation,  any Subsidiary or the Board, except as expressly
provided in the Plan.

17.2.  The  Plan  does  not  constitute  inducement  or  consideration  for  the
employment of officer or other employee of the Corporation, nor is it a contract
between the  Corporation  or any  Subsidiary  and any director,  officer,  other
employee,  consultant or advisor of the  Corporation.  Participation in the Plan
shall not give a director, officer, other employee, consultant or advisor of the
Corporation  any right to be retained in the service of the  Corporation  or any
Subsidiary.

17.3.  The interests  under the Plan of any  Participant  under the Plan are not
subject  to the  claims  of  creditors  and may not,  in any way,  be  assigned,
alienated or encumbered.

17.4. The Plan shall be governed,  construed and administered in accordance with
the laws of the state of Delaware  and the  intention  of the  Corporation  that
Incentive  Stock Options granted under the Plan qualify under Section 422 of the
Code.

         IN TESTIMONY WHEREOF,  Hemispherx Biopharma,  Inc. has caused this Plan
to be executed in its name by its duly authorized  officer effective the 1st day
of May, 2004.


                                            HEMISPHERX BIOPHARMA, INC.



                                            By:
                                               ----------------------------
                                            Its:
                                               ----------------------------


                           HEMISPHERX BIOPHARMA, INC.
                         ANNUAL MEETING OF STOCKHOLDERS
                                  JUNE 23, 2004

           THIS PROXY IS SOLICTED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned  hereby  appoints  William A. Carter and Ransom W. Etheridge and
each of them,  with full power of  substitution,  as proxies  to  represent  the
undersigned  at the Annual  Meeting of  Stockholders  to be held at the  Embassy
Suites,  1776 Benjamin Franklin Parkway,  Philadelphia,  Pennsylvania  19103, on
Wednesday,  June 23,  2004,  at 10:00  a.m.  local  time and at any  adjournment
thereof, and to vote all of the shares of common stock of Hemispherx  Biopharma,
Inc. the undersigned would be entitled to vote if personally  present,  upon the
following matters:

Please mark box in blue or black ink.

1.   Proposal No.1-Election of Directors.

     Nominees: William A. Carter, Richard C. Piani, Ransom W. Etheridge,
     William M. Mitchell, Iraj-Eqhbal Kiani and Antoni Esteve.

     //  For all nominees (except as marked to the contrary below)

     //  Authority Withheld as to all Nominees

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INIVDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME)

William A. Carter Richard C. Piani  Ransom W. Etheridge William M. Mitchell
Iraj-Eqhbal Kiani  Antoni Esteve

2.   Proposal  No.  2-Ratification  of the  selection  of BDO  Seidman,  LLP, as
     independent  auditors of  Hemispherx  Biopharma,  Inc.  for the year ending
     December 31, 2004.

           // For         // Against                         // Abstain


3.  Proposal  No. 3 - To approve the  issuance of  13,468,793
            shares of common
       stock  issuable  upon  exercise of
     certain warrants and upon conversion of certain
            outstanding  debentures and
          debentures issuable upon exercise
     of certain rights to comply with AMEX Rule 713.


           // For         // Against                         //  Abstain


4.   Proposal No. 4 - To approve the Hemispherx 2004 Equity Incentive Plan.


           // For         // Against                         //  Abstain


     In their  discretion,  the proxies are  authorized  to vote upon such other
business as may properly come before the meeting.

THE  SHARES  REPRESENTED  BY THIS  PROXY  WILL BE VOTED AS  DIRECTED.  THE BOARD
RECOMMENDS  A VOTE "FOR" ITEMS NOS. 2, 3 AND 4. IF NO  CONTRARY  INSTRUCTION  IS
GIVEN,  THE SHARES WILL BE VOTED FOR THE ELECTION OF WILLIAM A. CARTER,  RICHARD
C. PIANI, RANSOM W. ETHERIDGE, WILLIAM A. MITCHELL, IRAJ-EQHBAL KIANI AND ANTONI
ESTEVE AS DIRECTORS,  FOR PROPOSAL NO. 1 AND IN THE DISCRETION OF THE PROXIES ON
ALL OTHER MATTERS PROPERLY BROUGHT BEFORE THE ANNUAL MEETING.
65:
     Please date,  sign as name  appears at left,  and return  promptly.  If the
     stock is registered  in the name of two or more persons,  each should sign.
     When  signing  as  Corporate  Officer,  Partner,  Executor,  Administrator,
     Trustee,  or  Guardian,  please give full title.  Please note any change in
     your address alongside the address as it appears in the Proxy.

                                                 Dated:

                                                 Signature


                                                (Print Name)


     SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE