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