


EXHIBIT 10.13


                            ADVANCED BIOTHERAPY, INC.

                            INVESTOR RIGHTS AGREEMENT

This Investor  Rights  Agreement (the  "Agreement") is made as of the 1st day of
October,  2003, by and among Advanced  Biotherapy,  Inc., a Delaware corporation
(the "Company"),  and the holders of 2003 Subordinated  Convertible  Pay-In-Kind
Notes due September  30, 2007, of the Company (each of whom is sometimes  herein
referred to as an "Investor,"  and  collectively  as the  "Investors")  who have
executed,  or may from  time to time  execute,  an  Investors  Rights  Agreement
Joinder,  generally in the form  attached  hereto as ATTACHMENT A. The Investors
are identified on SCHEDULE A hereto,  which will be amended from time to time to
update the parties to this Agreement.

                                    RECITALS

The Investors have  subscribed for the Company's 2003  Subordinated  Convertible
Pay-In-Kind Notes due September 30, 2007 ("Convertible Notes") evidenced by debt
instruments  substantially in the form of EXHIBIT A pursuant to the Subscription
Agreement of even date herewith (the "Subscription Agreement").  The Company and
the  Investors  desire to enter  into this  Agreement  in order to  provide  the
Investors with certain rights to register shares of the Company's  common stock,
par value $0.001 ("Common Stock")  underlying the Convertible Notes. The Company
desires to induce the Investors to purchase Convertible Notes by agreeing to the
terms and conditions set forth herein.

                                    AGREEMENT

The parties hereby agree as follows:

1.  REGISTRATION  RIGHTS The Company  and the  Investors  covenant  and agree as
follows:

         1.1. DEFINITIONS. For purposes of this Agreement:

                  (a) The terms  "register,"  "registered,"  and  "registration"
refer  to a  registration  effected  by  preparing  and  filing  a  registration
statement or similar  document in compliance with the Securities Act of 1933, as
amended, or successor statute,  and applicable rules and regulations  thereunder
(the "Securities Act"), and the declaration or ordering of effectiveness of such
registration statement or document;

                  (b) The term "Registrable  Securities" means (i) the shares of
Common Stock  issuable or issued  pursuant to the  conversion  of the  Company's
Convertible Notes and (ii) any other shares of the Company's Common Stock issued
as (or  issuable  upon the  conversion  or  exercise of any  Convertible  Notes,
warrant,  right or  other  security  which is  issued  as) a  dividend  or other
distribution  with  respect to, or in  exchange  for or in  replacement  of, the
shares listed in (i);  PROVIDED,  HOWEVER,  that the foregoing  definition shall
exclude  in  all  cases  any  Registrable  Securities  sold  by  a  person  in a
transaction in which such person's rights under this Agreement are not assigned.
Notwithstanding  the foregoing,  neither the Companys Common Stock nor its other
securities shall be treated as Registrable Securities if they have been (A) sold
to or through a broker or dealer or  underwriter in a public  distribution  or a
public  securities  transaction,  or (B) sold in a  transaction  exempt from the
registration  and prospectus  delivery  requirements of the Securities Act under
Section 4(1) thereof so that all transfer restrictions,  and restrictive legends
with respect thereto, if any, are removed upon the consummation of such sale;

                  (c) The  number  of  shares of  "Registrable  Securities  then
outstanding"  shall be  determined  by the  number of  shares  of  Common  Stock
outstanding  which  are,  and the  number of shares  of  Common  Stock  issuable
pursuant to then exercisable or convertible  securities  which are,  Registrable
Securities;


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                  (d) The term "Holder" means any person  owning,  or having the
right to acquire,  Registrable  Securities or any assignee thereof in accordance
with Section 1.11 of this Agreement;

                  (e)  The  term  "SEC"  means  the   Securities   and  Exchange
Commission; and

         1.2  COMPANY  REGISTRATION.  The  Company  shall  notify all Holders in
writing  at least  fifteen  (15)  days  prior to the  filing  of a  registration
statement  under  the  Securities  Act for  purposes  of a  public  offering  of
securities  of  the  Company  (including,   but  not  limited  to,  registration
statements  relating to secondary  offerings of securities  of the Company,  but
excluding  registration  statements  relating to employee  benefit plans or debt
securities,  with respect to  corporate  reorganizations  or other  transactions
under Rule 145 of the Securities Act or a registration on any registration  form
that does not  permit  secondary  sales)  and will  afford  each such  Holder an
opportunity  to  include  in  such  registration  statement  all or part of such
Registrable  Securities held by such Holder.  Each Holder desiring to include in
any such registration statement all or any part of the Registrable Securities by
it shall,  within  fifteen (15) days after the  above-described  notice from the
Company, so notify the Company in writing.  Such notice shall state the intended
method of disposition of the Registrable  Securities by such Holder. If a Holder
decides not to include all of its  Registrable  Securities  in any  registration
statement  thereafter  filed by the  Company,  such  Holder  shall  nevertheless
continue  to have  the  right  to  include  any  Registrable  Securities  in any
subsequent  registration statement or registration statements as may be filed by
the Company with respect to offerings of its securities,  all upon the terms and
conditions  set forth  herein.  The Company shall have the right to terminate or
withdraw  any  registration  initiated by it under this Section 1.2 prior to the
effectiveness  of such  registration  whether or not any  Holder has  elected to
include  securities  in such  registration.  The  registration  expenses of such
withdrawn  registration shall be borne by the Company in accordance with Section
1.6 hereof.

         1.3 FORM S-3 REGISTRATION. In the event that the Company shall receive,
from  any  Holder  or  Holders  of not  less  than  fifty  percent  (50%) of the
Registrable Securities then outstanding,  a written request or requests that the
Company effect a  registration  on Form S-3 with respect to all or a part of the
Registrable Securities owned by such Holder or Holders, the Company shall:

                  (a) promptly give written notice of the proposed registration,
and any related qualification or compliance, to all other Holders; and

                  (b) as soon as practicable,  effect such  registration and all
such  qualifications  and compliances as may be so requested and as would permit
or facilitate the sale and  distribution of all or such portion of such Holder=s
or Holders=  Registrable  Securities as are specified in such request,  together
with all or such portion of the  Registrable  Securities  of any other Holder or
Holders  joining in such  request as are  specified in a written  request  given
within  fifteen (15) days after receipt of such written notice from the Company;
PROVIDED,  HOWEVER,  that the Company  shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this Section 1.3:

                           (i) if Form S-3 is not available for such offering by
the Holders;

                           (ii) if the Holders, together with the holders of any
other  securities  of the Company  entitled to inclusion  in such  registration,
propose to sell Registrable  Securities and such other securities (if any) at an
aggregate price to the public before  deducting any  underwriters=  discounts or
commissions) of less than $500,000;

                           (iii) if the Company  shall  furnish to the Holders a
certificate  signed by the  President  of the Company  stating  that in the good
faith  judgment of the Board of Directors of the Company,  it would be seriously
detrimental to the Company and its  stockholders  for such Form S-3 registration
to be effected at such time,  in which event the Company shall have the right to
defer the filing of the Form S-3 registration statement for a period of not more
than 180 days after  receipt of the request of the Holder or Holders  under this
Section 1.3;  PROVIDED,  HOWEVER,  that the Company shall not utilize this right
more  than  once in any  twelve  (12)  month  period  pursuant  to this  Section
1.3(b)(iii);


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                           (iv) if  within  thirty  (30)  days of  receipt  of a
written  request from  Initiating  Holders  pursuant to Section 1.3, the Company
gives notice to the Holders of the Company=s intention to make a public offering
within ninety (90) days;

                           (v) if the Company has,  within the twelve (12) month
period  preceding the date of such request,  effected a registration on Form S-3
for the Holders pursuant to this Section 1.3;


                           (vi) in any  particular  jurisdiction  in  which  the
Company  would be  required  to qualify to do  business  or to execute a general
consent to service of process in effecting such  registration,  qualification or
compliance; or


                           (vii)  after  the  Company  has   effected   one  (1)
registration  pursuant to Section 1.2 and such  registration  has been  declared
effective or ordered effective.

                  (c)  Subject  to  the  foregoing,  the  Company  shall  file a
registration  statement  covering the Registrable  Securities so requested to be
registered  as soon as  practicable  after receipt of the request or requests of
the Holders.

         1.4  OBLIGATIONS OF THE COMPANY.  When required under this Section 1 to
effect the  registration  of any Registrable  Securities,  the Company shall, as
expeditiously as reasonably possible:

                  (a)  Prepare  and file with the SEC a  registration  statement
with respect to such Registrable  Securities and use its reasonable best efforts
to cause such registration statement to become effective,  and, upon the request
of  the  Holders  of  a  majority  of  the  Registrable   Securities  registered
thereunder,  keep  such  registration  statement  effective  up to one (1)  year
following the date that such registration statement shall become effective,  but
in no event later than September 30, 2007 ("Expiration Date"). The Company shall
be required to file, cause to become effective or maintain the  effectiveness of
any registration  statement that  contemplates a distribution of securities on a
delayed or  continuous  basis  pursuant  to Rule 415 under the  Securities  Act,
subject to such Expiration Date.

                  (b)  Prepare  and  file  with  the  SEC  such  amendments  and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities  covered by such registration  statement through the Expiration Date,
inclusive.

                  (c)  Furnish  to the  Holders  such  numbers  of  copies  of a
prospectus,   including  a  preliminary  prospectus,   in  conformity  with  the
requirements  of the  Securities  Act,  and  such  other  documents  as they may
reasonably  request  in order  to  facilitate  the  disposition  of  Registrable
Securities owned by them.

                  (d) Use its  reasonable  best  efforts to register and qualify
the  securities  covered  by  such  registration   statement  under  such  other
securities  or Blue  Sky  laws of such  jurisdictions  as  shall  be  reasonably
requested by the Holders holding a majority of the  Registrable  Securities then
outstanding,  PROVIDED  that the Company  shall not be  required  in  connection
therewith  or as a  condition  thereto to qualify  to do  business  or to file a
general consent to service of process in any such states or jurisdictions.

                  (e) Notify each Holder of  Registrable  Securities at any time
when a  prospectus  relating  thereto  is  required  to be  delivered  under the
Securities Act of the happening of any event as a result of which the prospectus
included in such registration  statement,  as then in effect, includes an untrue
statement of a material  fact or omits to state a material  fact  required to be

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stated therein or necessary to make the statements therein not misleading in the
light of the  circumstances  then existing,  such obligation to continue through
the Expiration Date, inclusive.

                  (f) Cause all such Registrable  Securities registered pursuant
to such registration  statement to be listed on any securities exchange on which
similar securities issued by the Company are then listed.

                  (g) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant to such registration statement and a CUSIP number
for all such Registrable  Securities,  in each case not later than the effective
date of such registration.

         1.5  FURNISH  INFORMATION.  It shall be a  condition  precedent  to the
obligations  of the Company to take any action  pursuant to this  Section 1 with
respect to the  Registrable  Securities  of any selling  Holder that such Holder
shall furnish to the Company such information  regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the  registration  of such  Holder's  Registrable
Securities.

         1.6      EXPENSES OF REGISTRATION.

                  (a)   COMPANY   REGISTRATION.   All   expenses,   other   than
underwriting   discounts   and   commissions,   incurred  in   connection   with
registrations,  filings or qualifications of Registrable  Securities pursuant to
Section 1.2 for each Holder  (which right may be assigned as provided in Section
1.11 below),  including  (without  limitation)  all  registration,  filing,  and
qualification  fees,  printers' and accounting  fees, fees and  disbursements of
counsel for the Company and the reasonable fees and disbursements of one counsel
for the  selling  Holder or Holders  selected  by them with the  approval of the
Company,  which approval shall not be unreasonably  withheld,  shall be borne by
the Company.

                  (b)   REGISTRATION  ON  FORM  S-3.  All  expenses  other  than
underwriting  discounts  and  commissions  incurred in  connection  with two (2)
registrations  requested pursuant to Section 1.3, including (without limitation)
all registration,  filing, qualification,  printers' and accounting fees and the
fees and disbursements of counsel for the Company shall be borne by the Company.

                  (c)  Notwithstanding  anything  to the  contrary  herein,  the
Holders  shall bear full  responsibility  for all costs and expenses of any kind
occurred in connection with any underwriting, distribution, offer, sale or other
transfers of Registrable Securities, including, without limitation, underwriting
discounts and commissions.

         1.7  UNDERWRITING   REQUIREMENTS.   In  connection  with  any  offering
involving an underwriting of shares of the Company's  capital stock, the Company
shall not be required  under  Sections 1.2 or 1.3 to include any of the Holders'
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon  between the Company and the  underwriters  selected by it (or by
other  persons  entitled  to  select  the  underwriters),  and then only in such
quantity  as the  underwriters  determine  in  their  sole  discretion  will not
jeopardize  the success of the offering by the  Company.  If the total amount of
securities,  including Registrable  Securities,  requested by stockholders to be
included in such offering  exceeds the amount of  securities  sold other than by
the  Company  that the  underwriters  determine  in  their  sole  discretion  is
compatible with the success of the offering,  then the Company shall be required
to  include  in the  offering  only that  number of such  securities,  including
Registrable   Securities,   which  the  underwriters  determine  in  their  sole
discretion  will not jeopardize  the success of the offering (the  securities so

<PAGE>

included  to be first  taken from the  Holders  of  Registrable  Securities  and
apportioned  pro rata  among the  selling  stockholders  according  to the total
amount of  securities  entitled to be  included  therein  owned by each  selling
stockholder or in such other  proportions as shall mutually be agreed to by such
selling  stockholders,  but  in no  event  shall  any  shares  being  sold  by a
stockholder  exercising  registration rights pursuant to Section 1.3 be excluded
from  such  offering.   For  purposes  of  the  preceding  sentence   concerning
apportionment,  for any  Holder  which  is a  partnership  or  corporation,  the
partners,  retired partners and stockholders of such Holder,  or the estates and
family members of any such partners and retired  partners and any trusts for the
benefit of any of the foregoing persons, shall be deemed to be a single "selling
stockholder,"  and  any  pro-rata   reduction  with  respect  to  such  "selling
stockholder"  shall be based  upon  the  aggregate  amount  of  shares  carrying
registration  rights  owned by all  entities  and  individuals  included in such
"selling stockholder," as defined in this sentence.

         1.8 DELAY OF REGISTRATION.  No Holder shall have any right to obtain or
seek an injunction  restraining or otherwise  delaying any such  registration as
the  result  of  any   controversy   that  might  arise  with   respect  to  the
interpretation or implementation of this Section 1.

         1.9  INDEMNIFICATION.  In the  event  any  Registrable  Securities  are
included in a registration statement under this Section 1:

                  (a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder and, if applicable, any underwriter (as defined in
the Securities  Act) for such Holder and each person,  if any, who controls such
Holder,  or  underwriter  within  the  meaning  of  the  Securities  Act  or the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  against any
losses,  claims,  damages,  or liabilities  (joint or several) to which they may
become  subject under the  Securities  Act, the Exchange Act or other federal or
state law, insofar as such losses,  claims,  damages, or liabilities (or actions
in  respect  thereof)  arise  out  of or are  based  upon  any of the  following
statements, omissions or violations (collectively a "Violation"): (i) any untrue
statement  or alleged  untrue  statement  of a material  fact  contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, (ii) the omission or
alleged omission to state therein a material fact required to be stated therein,
or  necessary  to make the  statements  therein  not  misleading,  or (iii)  any
violation  or alleged  violation  by the  Company  of the  Securities  Act,  the
Exchange Act, any state  securities  law or any rule or  regulation  promulgated
under the Securities Act, the Exchange Act or any state  securities law; and the
Company will pay to each such Holder,  underwriter  or  controlling  person,  as
incurred,  any legal or other expenses reasonably incurred by them in connection
with  investigating or defending any such loss,  claim,  damage,  liability,  or
action;  PROVIDED,  HOWEVER , that the  indemnity  agreement  contained  in this
subsection  1.9(a)  shall not apply to amounts  paid in  settlement  of any such
loss, claim, damage, liability, or action if such settlement is effected without
the consent of the Company (which consent shall not be  unreasonably  withheld),
nor shall the Company be liable to any Holder, underwriter or controlling person
for any such loss,  claim,  damage,  liability,  or action to the extent that it
arises out of or is based upon a Violation  which occurs in reliance upon and in
conformity with written  information  furnished  expressly for use in connection
with such registration by any such Holder, underwriter or controlling person.

                  (b) To the extent  permitted by law, each selling  Holder will
indemnify and hold harmless the Company, each of its directors, its officers and
each person who has signed the registration statement,  each person, if any, who
controls the Company within the meaning of the Securities Act, any  underwriter,
any other Holder  selling  securities  in such  registration  statement  and any
controlling  person of any such  underwriter or other Holder against any losses,
claims, damages, or liabilities (joint or several) to which any of the foregoing
persons may become subject,  under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses,  claims,  damages,  or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such  Violation  occurs in
reliance  upon and in  conformity  with  written  information  furnished by such

<PAGE>

Holder  expressly for use in connection  with such  registration;  and each such
Holder will pay, as incurred, any legal or other expenses reasonably incurred by
any person  intended to be indemnified  pursuant to this subsection  1.9(b),  in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability, or action; PROVIDED,  however, that the indemnity agreement contained
in this  subsection  1.9(b) shall not apply to amounts paid in settlement of any
such loss,  claim,  damage,  liability or action if such  settlement is effected
without  the  consent  of the Holder  which  consent  shall not be  unreasonably
withheld;  PROVIDED,  FURTHER,  that in no event  shall the  amounts  payable in
indemnity  by a Holder  under this  subsection  1.9(b) in respect of a Violation
exceed the net proceeds  received by such Holder in the registered  offering out
of which such Violation arises.

                  (c) Promptly after receipt by an indemnified  party under this
Section  1.9  of  notice  of  the  commencement  of any  action  (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying  party under this Section 1.9, deliver to
the  indemnifying  party a written  notice of the  commencement  thereof and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,   to  assume  the  defense  thereof  with  counsel  mutually
satisfactory  to the  parties;  provided,  HOWEVER,  that an  indemnified  party
(together with all other  indemnified  parties which may be represented  without
conflict by one counsel)  shall have the right to retain one  separate  counsel,
with the reasonable fees and expenses to be paid by the  indemnifying  party, if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action shall  relieve such  indemnifying  party of liability to the  indemnified
party under this Section 1.9 to the extent that the indemnifying  party has been
prejudiced  thereby,  but the  omission  so to  deliver  written  notice  to the
indemnifying  party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 1.9.

                  (d) If the indemnification provided for in this Section 1.9 is
held by a court of competent  jurisdiction  to be  unavailable to an indemnified
party with respect to any loss, liability,  claim, damage or expense referred to
therein,  then the indemnifying  party, in lieu of indemnifying such indemnified
party  hereunder,  shall  contribute  to the  amount  paid  or  payable  by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
indemnifying  party on the one hand and of the indemnified party on the other in
connection  with  the  statements  or  omissions  that  resulted  in such  loss,
liability,  claim,  damage or  expense as well as any other  relevant  equitable
considerations;  PROVIDED,  that  in no  event  shall  the  amounts  payable  in
contribution by a Holder under this subsection  1.9(d) in respect of a Violation
exceed the net proceeds  received by such Holder in the registered  offering out
of which Violation arises.  The relative fault of the indemnifying  party and of
the  indemnified  party shall be determined by reference to, among other things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge,  access to  information,  and  opportunity to correct or prevent such
statement or omission.

                  (e) The  obligations  of the Company  and  Holders  under this
Section  1.9  shall  survive  the  completion  of any  offering  of  Registrable
Securities in a registration statement under this Section 1, and otherwise.

         1.10 REPORTS  UNDER  SECURITIES  EXCHANGE  ACT OF 1934.  With a view to
making  available to the Holders the benefits of Rule 144 promulgated  under the
Securities  Act and any other rule or regulation of the SEC that may at any time
permit  a  Holder  to sell  securities  of the  Company  to the  public  without
registration, the Company agrees to:

                  (a) make and keep public information available, as those terms
are  understood  and  defined in SEC Rule 144,  so long as the  Company  remains
subject to the periodic reporting requirements under Sections 13 or 15(d) of the
Exchange Act;

                  (b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and


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                  (c) furnish to any Holder,  so long as accurate and so long as
the Holder owns any  Registrable  Securities,  forthwith  upon request a written
statement by the Company that it has complied with the reporting requirements of
SEC Rule 144, the Securities  Act and the Exchange Act, and such  information as
may be reasonably  requested in availing any Holder of any rule or regulation of
the SEC which permits the selling of any such securities without registration or
pursuant to such form.

         1.11 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company
to register  Registrable  Securities  pursuant to this Section 1 may be assigned
(but  only  with all  related  obligations  and  together  with the  Registrable
Securities  and  related  Convertible  Notes  as  permitted  pursuant  to and in
accordance with the Convertible Notes),  PROVIDED (i) the Company is, within ten
(10) days after such  transfer,  furnished  with written  notice of the name and
address of such  transferee or assignee and the securities with respect to which
such  registration  rights are being assigned and (ii) such transferee agrees in
writing to be subject to all restrictions set forth in this Agreement; PROVIDED,
FURTHER,  that such assignment shall be effective only if immediately  following
such transfer the further  disposition  of such  securities by the transferee or
assignee is restricted under the Securities Act.

         1.12 TERMINATION OF REGISTRATION RIGHTS. No Holder shall be entitled to
exercise any right provided for in this Section 1 (i) on or after  September 30,
2007, or (ii) during such times as Rule 144 (or another similar  exemption under
the  Securities  Act) is available for the sale of all of such  Holder=s  shares
during a three (3) month period without registration.

2. ARBITRATION. In the event of any controversy, dispute or claim arising out of
or related to this  Agreement,  the  Subscription  Agreement or the  Convertible
Notes, or the interpretation, breach, termination or validity hereof or thereof,
the  parties  shall  submit  such  controversy,  dispute  or  claim  to  binding
arbitration  hereunder.  All  arbitration  proceedings  pursuant to this Section
shall take place in Los Angeles County, State of California, and shall be before
a retired judge of the United States District Court for the Central  District of
California,  Los Angeles  Division,  or the Los Angeles County Superior Court or
such other  arbitrator  as the parties shall  mutually  agree upon. In the event
that the parties are unable to agree upon the  selection of an  arbitrator,  any
party may request the presiding  judge of the United States  District  Court for
the Central  District of California,  Los Angeles  Division,  or the Los Angeles
County  Superior  Court to appoint such  arbitrator.  Arbitration of the dispute
shall commence no later than thirty (30) days after the selection or appointment
of such  arbitrator.  The arbitrator shall be bound by the express terms of this
Agreement  and  shall  endeavor  to reach  his or her  decision  as  quickly  as
possible,  which  decision  shall be final and  binding  on the  parties to this
Agreement.  The arbitrator shall also have the power to award costs and expenses
(including,  without limitation,  reasonable  attorneys' fees) to the prevailing
party. Application to enforce the arbitrator's decision can be made in any court
or other tribunal of competent  jurisdiction;  any other  application or dispute
shall be submitted to the United States District Court for the Central  District
of California,  Los Angeles  Division,  or the Los Angeles County Superior Court
for  determination.  The rules of discovery then pertaining to the United States
District Court for the Central District of California,  Los Angeles Division, or
a  California  Court  of Law,  as the  case  may be,  shall  apply  to any  such
arbitration,  including, without limitation, Sections 1283.01 and 1283.05 of the
California  Code  of  Civil  Procedure,  the  provisions  of  which  are  hereby
incorporated  herein and made a part hereof by reference.  TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE PARTIES HEREBY  IRREVOCABLY  WAIVE ANY RIGHT THEY MAY HAVE
TO JURY TRIAL OR TO ASSERT THE  DOCTRINE OF  INCONVENIENT  FORUM OR TO OBJECT TO
VENUE TO THE EXTENT ANY

ACTION SUIT,  ARBITRATION  OR OTHER  PROCEEDING  IS BROUGHT IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA.

3. MISCELLANEOUS.

         3.1  SUCCESSORS  AND  ASSIGNS.  Except as  otherwise  provided  in this
Agreement, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the  respective  permitted  successors and assigns of the
parties  (including  transferees  of any Common Stock issued upon  conversion or

<PAGE>

exercise thereof). Nothing in this Agreement, express or implied, is intended to
confer  upon  any  party  other  than the  parties  hereto  or their  respective
successors and assigns any rights, remedies,  obligations,  or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement.

         3.2 AMENDMENTS  AND WAIVERS.  Any term of this Agreement may be amended
or waived  only with the  written  consent of the  Company and the holders of at
least a majority of the Registrable  Securities then outstanding.  Any amendment
or waiver  effected in accordance with this paragraph shall be binding upon each
holder of any Registrable Securities then outstanding, each future holder of all
such Registrable Securities, and the Company.

         3.3  NOTICES.   Unless  otherwise  provided,  any  notice  required  or
permitted by this Agreement  shall be in writing and shall be deemed  sufficient
upon  delivery,  when  delivered  personally  or one (1) day after  delivery  by
overnight courier or sent by facsimile, or electronic mail provided that in each
case,  the  sender  retains  proof of  receipt,  or four (4)  days  after  being
deposited  in the U.S.  mail,  as  certified or  registered  mail,  with postage
prepaid,  addressed to the party to be notified at such  party's  address as set
forth on the  signature  pages  hereto or as  subsequently  modified  by written
notice.

         3.4 SEVERABILITY.  If one or more provisions of this Agreement are held
to be unenforceable  under applicable law, the parties agree to renegotiate such
provision in good faith.  In the event that the parties  cannot reach a mutually
agreeable  and  enforceable  replacement  for  such  provision,  then  (a)  such
provision  shall  be  excluded  from  this  Agreement,  (b) the  balance  of the
Agreement shall be interpreted as if such provision were so excluded and (c) the
balance of the Agreement shall be enforceable in accordance with its terms.

         3.5  GOVERNING  LAW.  This  agreement  and all  acts  and  transactions
pursuant hereto shall be governed,  construed and interpreted in accordance with
the laws of the State of  California,  without  giving  effect to  principles of
conflicts of laws.

         3.6  COUNTERPARTS.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         3.7  RECOVERY  OF FEES AND  COSTS.  Subject  to  Section  2 above as to
mandatory arbitration,  in the event that any legal,  equitable,  arbitration or
other proceeding is brought for the enforcement of this Agreement, or because of
an alleged  dispute,  breach,  default,  termination or invalidity in connection
with any provision of this Agreement,  the successful or prevailing  party shall
be entitled to recover  reasonable  attorneys'  fees and costs  incurred in such
proceeding, in addition to any other relief to which such party may be entitled.

         3.8 DRAFTING PRESUMPTION. It is acknowledged that the parties and their
respective  agents  have  participated  in an  arms'-length  negotiation  in the
preparation  of this  Agreement.  As a  consequence,  the parties  agree that no
presumption  shall be applied in any  interpretation  of this Agreement that the
terms hereof shall be more strictly construed against one party by reason of any
rule or  construction  that a document is to be construed more strictly  against
the  party who  prepared  the  same,  whether  through  such  party's  agents or
otherwise and the parties expressly waive the application of Section 1654 of the
California Civil Code.

         3.9 ENTIRE  AGREEMENT.  This  Agreement and the  documents  referred to
herein, constitute the entire agreement between the parties hereto pertaining to
the  subject  matter  hereof and any and all other  written  or oral  agreements
existing between the parties hereto are expressly canceled.

         3.10  TITLES  AND  SUBTITLES.  The titles  and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.


<PAGE>

         The parties hereto have executed this Investor  Rights  Agreement as of
the date first written above.

COMPANY:                                         INVESTORS:

ADVANCED BIOTHERAPY, INC.
a Delaware corporation                           WITH  RESPECT TO THE INVESTORS,
                                                 THE SIGNATURE PAGE TO THIS
                                                 AGREEMENT CONSISTS OF THE
                                                 INVESTOR RIGHTS AGREEMENT
                                                 JOINDER, WHICH, IN SOME CASES,
                                                 WILL BE INCLUDED AS PART OF
By:                                              THE SUBSCRIPTION AGREEMENT
    ------------------------------------         SIGNATURE PAGE.
           Edmond F. Buccellato, President
           and Chief Executive Officer

Address:   Advanced Biotherapy Concepts, Inc.
           6355 Topanga Canyon Boulevard
           Suite 510
           Woodland Hills, CA 91367
Facsimile: 818-883-3353



<PAGE>



                                  ATTACHMENT A
                          TO INVESTOR RIGHTS AGREEMENT


                        INVESTOR RIGHTS AGREEMENT JOINDER


         By signing and returning this Investor Rights  Agreement  Joinder,  the
undersigned  agrees to be a party to that certain Investor Rights Agreement,  by
and between the Company and the Investors  identified  therein,  a copy of which
has been presented to the undersigned  along with the Investor Rights  Agreement
Joinder.  The  undersigned  shall have all  rights,  and shall  observe  all the
obligations,  applicable to an  "Investor"  as set forth in the Investor  Rights
Agreement.  In  order  to  give  effect  to  this  transaction,  please  add the
undersigned  to the  list of  "Investors"  as set  forth  in  SCHEDULE  A to the
Investor  Rights  Agreement  effective  upon  execution of this Investor  Rights
Agreement   Joinder  and   acceptance  by  the  Company  of  the   undersigned's
subscription.


Date:
         ---------------------------

INVESTOR:


------------------------------------
[Signature]

------------------------------------
[Print or Type Name]

------------------------------------
Address:

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


Social Security Number:

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

Facsimile Number:

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



<PAGE>



                                   SCHEDULE A
                          TO INVESTOR RIGHTS AGREEMENT

INVESTORS

NAME OF INVESTOR                         PRINCIPAL AMOUNT OF CONVERTIBLE NOTES









