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<CONFORMED-NAME>ADVANCED BIOTHERAPY INC
<CIK>0000791833
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<STREET1>6355 TOPANGA CANYON BLVD
<STREET2>SUITE 510
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<ZIP>91367
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<ZIP>91367
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<FORMER-CONFORMED-NAME>ADVANCED BIOTHERAPY CONCEPTS INC
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<SEQUENCE>1
<FILENAME>form8k.txt
<TEXT>

<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest reported)           OCTOBER 28, 2003
                                           ---------------------------------

                           ADVANCED BIOTHERAPY, INC.
             (Exact name of registrant as specified in its chapter)

  DELAWARE                            0-26323              51-0402415
-----------------------------       ------------         ---------------------
(State or other jurisdiction        (Commission          (IRS Employer
             of incorporation)       File Number)          Identification No.)

6355 TOPANGA CANYON BOULEVARD, SUITE 510                            91367
----------------------------------------                            -----
WOODLAND HILLS, CALIFORNIA                                       (Zip Code)
--------------------------
(Address of principal executive offices)

Registrant's telephone number, including area code   (818) 883-6716
                                                   --------------------


<PAGE>


Item 5.  OTHER EVENTS.

         The  Registrant  raised  $800,000.00  through the private  placement to
accredited  investors of 2003  Subordinated  Convertible  Pay-In-Kind  Notes Due
September 30, 2007  ("Convertible  Notes Due 2007") in the  aggregate  principal
amount of  $800,000.00  during the week of October 27, 2003,  of which  Director
Richard  P.  Kiphart  acquired   $700,000.00   principal  amount  thereof.   The
Convertible  Notes  Due 2007  bear  interest  at 12% per  annum,  with  interest
payable, at the Registrant's option, in cash or in additional  Convertible Notes
Due 2007, and are convertible  into the  Registrant's  Common Stock at $0.25 per
share. The Convertible Notes Due 2007 will be paid ratably with the Registrant's
outstanding  convertible  debt and  convertible  notes,  and the holders will be
entitled to certain piggyback  registration rights as more specifically provided
in an  investor  rights  agreement  among  the  Registrant  and the  holders  of
Convertible  Notes Due 2007.  The terms of the  Convertible  Notes Due 2007 were
determined by the Registrant's  disinterested  directors.  The proceeds from the
placement  of the  Convertible  Notes Due 2007 are to be used to fund  potential
Phase I clinical trials,  although no assurance can be given that the Registrant
will qualify for any Phase I clinical trials,  or that the FDA will approve such
clinical  trials.  The proceeds also will be used for the  Registrant's  working
capital purposes.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

Designation    Description of Exhibit

10.12          Form of 2003 Subordinated Convertible Pay-In-Kind Note Due
               September 30, 2007

10.13          Form of Investor Rights Agreement


                                       2
<PAGE>


                                   Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       ADVANCED BIOTHERAPY, INC.
                                      (Registrant)


Date:    October 28, 2003              By: /S/EDMOND BUCCELLATO
                                           ---------------------------------
                                           Edmond Buccellato, President and CEO




                                INDEX TO EXHIBITS

EXHIBIT        DESCRIPTION

10.12          Form of 2003 Subordinated Convertible Pay-In-Kind Note Due
               September 30, 2007

10.13          Form of Investor Rights Agreement


                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>3
<FILENAME>ex-10_12.txt
<TEXT>
                                                               Exhibit 10.12



                            ADVANCED BIOTHERAPY, INC.

                 2003 SUBORDINATED CONVERTIBLE PAY-IN-KIND NOTE
                             DUE SEPTEMBER 30, 2007

$                                                  Dated:  October 1, 2003
 --------------------------
                                                   Los Angeles, California

"NEITHER THIS  CONVERTIBLE  NOTE NOR ANY SECURITIES INTO WHICH IT IS CONVERTIBLE
HAS  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF  1933,  OR ANY  APPLICABLE
SECURITIES LAW OF ANY JURISDICTION  AND IS A "RESTRICTED  SECURITY" AS THAT TERM
IS  DEFINED  IN RULE 144  UNDER THE  SECURITIES  ACT AND HAS BEEN  ACQUIRED  FOR
INVESTMENT  AND  NOT  WITH A  VIEW  TO,  OR IN  CONNECTION  WITH,  THE  SALE  OR
DISTRIBUTION  THEREOF. THIS CONVERTIBLE NOTE AND THE SECURITIES INTO WHICH IT IS
CONVERTIBLE MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER SUCH
SECURITIES ACT OR SUCH APPLICABLE  SECURITIES  LAWS SHALL HAVE BECOME  EFFECTIVE
WITH REGARD THERETO,  OR (ii) IN THE OPINION OF COUNSEL  ACCEPTABLE TO THE MAKER
REGISTRATION UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE SECURITIES LAWS IS NOT
REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."


FOR VALUE  RECEIVED,  the  undersigned,  Advanced  Biotherapy,  Inc., a Delaware
corporation ("Maker") hereby promises to pay to _________________ ("Holder") the
principal sum of  ____________________  Dollars  ($_________________ ), together
with  interest at the rate of twelve  percent  (12%) per annum  accrued from the
Funding  Date on the unpaid  principal  balance.  "Funding  Date" means the date
Maker shall have received  from the Holder  immediately  available  funds in the
original principal amount of this Convertible Note. Principal and interest shall
be payable in lawful money of the United  States,  except as otherwise  provided
herein.  Payments are to be made to the address of the registered Holder of this
Convertible Note as set forth on the records of the Maker.

This  Convertible  Note is one of the  Convertible  Notes (which  term,  for all
purposes hereof includes the PIK Notes as that term is defined below) designated
as its 2003  Subordinated  Convertible  Pay-In-Kind Notes due September 30, 2007
(the  "Convertible  Notes"),  all of like terms and maturity,  except variations
necessary to express the issuance date, the principal  amount and holder of each
Convertible Note.

Interest  is  payable  semi-annually  on June 30 and  December  31 (such date an
"Interest  Payment  Date") of each year at a rate of  twelve  percent  (12%) per
annum  commencing  the June 30th or December  31st,  immediately  following  the
Funding Date,  whichever  date comes first,  to the holder of record on the date
that is ten (10) business days prior to such Interest Payment Date.  Interest on
this  Convertible  Note will accrue from the most recent date to which  interest
has been paid, or if no interest has been paid on the Convertible Note, from the
date of issuance.  On each Interest  Payment Date,  the Maker may, at its option
and in its sole  discretion,  in lieu of the  payment of interest in cash on the
Convertible Notes, pay interest on all outstanding  Convertible Notes, in whole,
or  in  part,  through  the  issuance  of  additional  notes  ("PIK  Notes")  in
denominations (rounded if necessary to the nearest dollar) of one dollar ($1.00)
and integral  multiples thereof,  in an aggregate  principal amount equal to the
amount of  interest  that would be payable on such  Convertible  Notes,  if such
interest were paid in cash.  On each such  Interest  Payment Date that the Maker
elects to deliver PIK Notes,  the Maker shall issue and deliver PIK Notes to the
Holder entitled to such interest payment or, upon notice to the Holder,  in lieu
of delivery of the physical  PIK Notes,  shall make a record on its books of the
PIK Notes so issued without delivering  physical PIK Notes to the Holder to whom
such interest is due. The outstanding principal balance of the Convertible Notes
together with accrued and unpaid interest  thereon is due and payable in cash on
September 30, 2007, subject to prior conversion  thereof.  This Convertible Note
may be prepaid, in whole or in part, at any time, and from time to time, without


<PAGE>

premium  or  penalty.  Any  payment  (in  cash  or in  kind)  received  on  this
Convertible  Note shall be applied first to all accrued and unpaid  interest and
then to the outstanding principal balance.

Each  Convertible  Note and PIK Note shall be entitled to the  benefits  of, and
shall be subject to the terms of that Investor Rights Agreement dated October 1,
2003,  by and among the Maker and the Holders of the  Convertible  Notes and PIK
Notes, a copy of which has been presented to Holder.

Each  Convertible  Note (and PIK Note) shall rank pari passu with and be subject
to the same  terms  (including  the  interest  rate  from  time to time  payable
thereon) as any other Convertible Note (except, as the case may be, with respect
to the issuance date and aggregate  principal  amount) AND shall rank pari passu
(except,  as the  case may be,  as to  principal  payments,  if any,  made  upon
maturity of the respective  indebtedness) with the following indebtedness of the
Maker: (i) the 10% Convertible  Subordinated  Debt due September 30, 2004 ("2000
Convertible Debt"), (ii) the 2002 Subordinated Convertible Pay-In-Kind Notes due
September  30,  2004  ("First  2002  Convertible  Notes"),  and  (iii)  the 2002
Subordinated  Convertible  Pay-In-Kind Notes due June 1, 2006 ("2002 Convertible
Notes Due 2006").

1.  CONVERSION.  Subject to the terms hereof,  the entire principal amount owing
under this  Convertible  Note, or any portion  thereof,  is  convertible  at the
option of Holder ("Conversion Right") at any time after the date hereof prior to
(and  including)  its  maturity  so long as Maker  has not made a Call  (defined
below) by issuing a Call Notice).  This  Convertible  Note is  convertible  into
fully paid and  non-assessable  shares of Maker's common stock,  $.001 par value
("Common  Stock"),  at the  rate of one (1)  share  of  Common  Stock  for  each
Twenty-Five  Cents ($0.25) ("Initial  Conversion  Price") of principal amount so
converted.  Upon  conversion,  unpaid  interest  accrued  on such  principal  so
converted shall be paid in cash or, at the option of Holder,  paid in additional
shares  of  stock  at the  rate  of one (1)  share  of  Common  Stock  for  each
Twenty-Five  Cents ($0.25) of interest  amount so converted.  Shares issued upon
the  conversion of this  Convertible  Note shall not be entitled to any dividend
declared prior to the date of such conversion.

         Subject to the terms hereof, and subject to the Excluded Sales (defined
below), if at any time prior to December 31, 2003, inclusive, Maker sells Common
Stock at a price  less  than the  Initial  Conversion  Price or sells  rights to
acquire Common Stock at a price less than the Initial  Conversion Price and such
rights are then currently  exercisable at such lower price, then Holder shall be
entitled  to  exercise  the  Conversion   Right  at  such  lower  price  ("Price
Adjustment")  rather than the Initial Conversion Price. The foregoing  reduction
of the Conversion  Price shall not apply to any shares of Common Stock issued or
issuable  upon  the  occurrence  of one  (1) or  more  of the  following  events
(collectively, "Excluded Sales"): (i) upon conversion of Convertible Notes, (ii)
the  exercise of options,  warrants,  and other  rights to acquire  Common Stock
outstanding as of the date hereof,  (iii) the exercise of options,  warrants and
other rights to acquire Common Stock granted to directors,  officers,  employees
of, or  consultants  to, the Maker from and after the date  hereof,  in a manner
determined  by the Maker's Board of  Directors,  or (iv) in connection  with any
acquisition  transaction or to financial  institutions  or lessors in connection
with  commercial  credit  arrangements  or  other  financings,  or to  strategic
partners or licensees and the like,  which issuances are approved by the Maker's
Board of Directors,  provided that the shares of Common Stock issued or issuable
pursuant to the Excluded  Sales  described in clauses (iii) and (iv) above shall
be cumulatively  not more than 4,700,000 shares (as  appropriately  adjusted for
anti-dilution    and   any   subsequent    stock   splits,    stock   dividends,
recapitalizations  and the  like),  or (v) with the  consent  of the  holders of
greater  than  fifty  percent  (50%)  of the  aggregate  principal  amount  then
outstanding under all Convertible Notes, or (vi) with the consent of the holders
of greater  than fifty  percent  (50%) of the  aggregate  principal  amount then
outstanding under all 2002 Convertible Notes due 2006, or (vii) with the consent
of the holders of greater than fifty percent  (50%) of the  aggregate  principal
amount then outstanding  under all First 2002 Convertible  Notes; or (viii) with
the consent of the holders of greater than fifty  percent (50%) of the aggregate
principal amount then outstanding under all 2000 Convertible Debt.

2.  AUTOMATIC  CONVERSION.  If at any time,  and from time to time,  while  this
Convertible Note is outstanding,  the Market Price (defined below) of the Common


<PAGE>

Stock is at least three hundred percent (300%) of the Initial  Conversion  Price
for at least a twenty (20) consecutive  trading day period,  Maker, upon written
notice ("Call Notice") to Holder,  may cause all or a portion of the outstanding
principal  balance of this Convertible  Note to automatically  convert to Common
Stock ("Call") at the conversion  price in effect on the date of the Call Notice
given by Maker,  conversion  to be effective  on the Interest  Payment Date next
succeeding  the giving of the Call Notice to Maker.  The Maker shall then cancel
this  Convertible  Note,  and, in the event that less than the entire  principal
amount owing is so converted,  the Maker shall promptly issue a new  Convertible
Note for the principal  balance not so converted,  and convertible at the option
of the Holder,  on the same terms and conditions as this  Convertible  Note. The
term "Market Price" shall mean,  with respect to a given date, (i) if the Common
Stock is traded on the  over-the-counter  market and not in the NASDAQ  National
Market System or on any national  securities  exchange,  the average between the
per share  closing bid and asked  prices of the Common Stock on the trading date
in question, as reported by NASDAQ or an equivalent generally accepted reporting
service,  or (ii) if the Common  Stock is traded in the NASDAQ  National  Market
System or on a national securities exchange,  the per share closing price of the
Common Stock in the NASDAQ  National  Market  System or on the  principal  stock
exchange on which it is listed, as the case may be; provided,  however,  if such
Common Stock is traded both on a national stock exchange and the NASDAQ National
Market System, the closing prices on the principal stock exchange shall be used.
The closing  price  referred to in clause (ii) above shall be the last  reported
sale  price or,  in case no such  reported  sale  takes  place on such day,  the
average of the  reported  closing  bid and asked  prices,  in either case in the
NASDAQ  National Market system or on the national  securities  exchange on which
the Common Stock is then listed.

3.  MECHANICS OF CONVERSION.  In order to exercise the Conversion  Right granted
herein,  the Holder shall surrender this Convertible Note to the Maker, with the
form for conversion  hereinafter  provided fully  executed,  whereupon the Maker
shall promptly issue to the Holder one or more share  certificates  of the Maker
representing  the shares of Common Stock into which this  Convertible Note is to
be convertible.  The Maker shall then cancel this Convertible  Note, and, in the
event that less than the entire  principal  amount  owing is so  converted,  the
Maker shall promptly issue a new Convertible Note for the principal  balance not
so converted, and convertible at the option of the Holder, on the same terms and
conditions as this Convertible Note.

4.  ADJUSTMENTS  TO  CONVERSION  PRICE.  In the event of any stock split,  stock
dividend,  or similar  distribution  or in respect of the Common Stock occurring
after the date hereof (collectively "Splits"), the number of Common Stock shares
issuable  upon  conversion  hereof  shall  be  appropriately  increased  and the
conversion price stated above shall be appropriately  adjusted.  In the event of
any reverse  stock split or similar  subdivision  occurring  with respect to the
Common Stock after the date hereof (collectively  "Reverse Splits"),  the number
of shares of Common Stock issuable upon conversion hereof shall be approximately
decreased and the conversion price stated above shall be appropriated  adjusted.
In the event of any Split or Reverse  Split,  the Common Stock price referred to
in the  provisions  relating to Price  Adjustment  and  Excluded  Sales shall be
appropriately adjusted consistent with the provisions immediately preceding this
sentence  in  this  paragraph.  In  the  event  of  any  merger,  consolidation,
reorganization,  reclassification  or similar  event  involving the Maker or the
Common Stock (other than a merger in which the Maker is the  surviving  entity),
then the type and amount of  securities  or other  property that Holder shall be
entitled to receive upon conversion hereof shall be appropriately adjusted based
on the type and amount of securities or other  property  received by the holders
of the Common Stock in such transaction.

5. PARI  PASSU;  SUBORDINATION.  The  Maker is  authorized  to issue  additional
promissory notes or other debt  instruments,  in such amounts as the Maker shall
determine, which indebtedness, including principal and interest, may rank in the
same parity,  pari passu with the Convertible Notes,  without the consent of the
holders of the Convertible  Notes.  This  Convertible  Note and the indebtedness
evidenced hereby,  including  principal and interest,  shall at all times remain
junior and  subordinate  to  Superior  Indebtedness.  As used  herein,  the term


<PAGE>

"Superior  Indebtedness"  shall be and mean any item of indebtedness which shall
be  designated  as Superior  Indebtedness  by the Maker (i) upon  consent of the
holders  of  greater  than  fifty  percent  (50%) of the  aggregate  outstanding
principal  amount of all 2000  Convertible  Debt;  or (ii) upon  consent  of the
holders  of  greater  than  fifty  percent  (50%) of the  aggregate  outstanding
principal amount of all First 2002  Convertible  Notes; or (iii) upon consent of
the holders of greater than fifty  percent  (50%) of the  aggregate  outstanding
principal amount of all 2002 Convertible Notes Due 2006; or (iv) upon consent
of the holders of greater than fifty percent (50%) of the aggregate  outstanding
principal amount of all Convertible Notes.

         In the event of any liquidation,  dissolution or winding up of Maker or
of  any  execution  sale,  receivership,  insolvency,  bankruptcy,  liquidation,
readjustment, reorganization, or other civil proceeding relative to Maker or its
property,  all  principal  and  interest  owing  on  all  Superior  Indebtedness
(including  interest accruing after such event) and all costs, fees and expenses
(including  attorneys' fees related to the collection of Superior  Indebtedness)
shall  first be paid in full  before any  payment is made upon the  indebtedness
evidenced  by this  Convertible  Note;  and in any such  event  any  payment  or
distribution of any kind or character,  whether in cash,  property or securities
(other than in securities  or other  evidences of  indebtedness,  the payment of
which is subordinated to the payment of all Superior  Indebtedness  which may at
the time be outstanding including without limitation dividends payable on Common
Stock into which this  Convertible  Note may be converted),  which shall be made
upon or in respect of this Convertible Note shall be held in trust and paid over
to  the  holders  of  such  Superior  Indebtedness,  in  accordance  with  their
respective rights, for the application and payment thereof unless and until such
Superior Indebtedness shall have been paid or satisfied in full. Further, in the
event that any portion of the indebtedness evidenced hereby shall become due and
payable before its express  maturity by reason of  acceleration  pursuant hereto
(under  circumstances when the provisions of the immediately  preceding sentence
or the immediately  succeeding sentence shall not be applicable),  all principal
and interest owing on all Superior  Indebtedness  (including  interest  accruing
after such event) and all costs,  fees and expenses  (including  attorneys' fees
relating to  collection of Superior  Indebtedness)  shall be paid in full before
any  payment  is  made  upon  the  indebtedness  evidenced  hereby.  During  the
continuance of any default in the payment of either principal or interest on any
Superior Indebtedness,  no payment of principal or interest shall be made hereon
if either (i) notice of such  default in writing  has been given to the Maker by
the holder or holders of such Superior Indebtedness or (ii) judicial proceedings
shall be commenced or pending in respect of such default.  Maker  forthwith upon
receipt of any notice  received  by it  pursuant  to the  immediately  preceding
sentence shall send a copy thereof to Holder.

         Holder, by acceptance  hereof,  agrees to accept no payment by Maker on
account of the  indebtedness  evidenced hereby in violation of the provisions of
the immediately  preceding paragraph and further agrees that any such payment so
accepted  may be  recovered  by the  holders of Superior  Indebtedness  and such
payments shall be held in trust and immediately  paid over to the holders of the
Superior  Indebtedness.  Holder  undertakes  and agrees for the  benefit of each
holder of Superior Indebtedness to execute,  verify, deliver and file any proofs
of  claims,  consents,  assignments  or other  instruments  which any  holder of
Superior  Indebtedness  may at any time  require in order to  confirm,  prove or
realize upon any rights or claims  pertaining  to this  Convertible  Note and to
effectuate  the full benefit of the  subordination  contained  herein;  and upon
failure of the Holder to do so, any  holder of  Superior  Indebtedness  shall be
deemed to be irrevocably  appointed the agent and  attorney-in-fact of Holder to
execute,  verify,  deliver  and  file  any  such  proofs  of  claims,  consents,
assignments or other instruments.

         The  foregoing  subordination  provisions  are for the  benefit  of the
holders of Superior  Indebtedness and are solely for the purpose of defining the
relative  rights of the  holders of  Superior  Indebtedness  on the one hand and
Holder on the other hand, and nothing herein shall impair,  as between Maker and
Holder,  the  obligation  of Maker to pay the  principal  and  interest  on this
Convertible Note in accordance with the terms hereof, which is unconditional and
absolute,  nor shall anything herein prevent Holder from exercising all remedies
otherwise  permitted  by  applicable  law or hereunder  upon default  hereunder,
subject to the holders of Superior Indebtedness as herein provided for.


<PAGE>

         Holder,  by  acceptance  hereof,   acknowledges  and  agrees  that  the
subordination  provisions  set forth  herein  are,  and are  intended  to be, an
inducement  and a  consideration  to each holder of any  Superior  Indebtedness,
whether such Superior  Indebtedness  was created or acquired before or after the
issuance  of this  Convertible  Note,  to acquire and  continue  to hold,  or to
continue  to hold,  such  Superior  Indebtedness,  and such  holder of  Superior
Indebtedness shall be deemed conclusively to have relied upon such subordination
provisions in acquiring and  continuing to hold, or in continuing to hold,  such
Superior Indebtedness.  No right of any present or future holder of any Superior
Indebtedness of Maker to enforce  subordination  as herein provided shall at any
time in any way be  prejudiced  or  impaired by any act or failure to act on the
part of Maker or by any act or  failure  to act by any  such  holder,  or by any
noncompliance  by  Maker  with  the  terms,  provisions  and  covenants  of this
Convertible  Note,  regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

6. EVENTS OF DEFAULT.  The Holders of greater  than fifty  percent  (50%) of the
then aggregate  outstanding  principal amount of all Convertible  Notes, may, by
written notice to Maker,  declare all or any part of the unpaid principal amount
of the Convertible  Notes then  outstanding to be forthwith due and payable upon
the occurrence of any one of the following  events  affecting the Maker ("Events
of Default"),  and thereupon such unpaid  principal  balance or part thereof (as
applicable)  together with interest accrued thereon shall become immediately due
and payable without further demand or notice:

         (i) Failure to make any  payment  when due and the failure to cure such
default  within  twenty  (20) days after the  receipt of written  notice of such
default;

         (ii)  Failure  to  honor  Conversion   Rights  properly   exercised  in
accordance  with the  Convertible  Notes and failure to cure such default within
thirty (30) days after receipt of written notice of such default;

         (iii) Maker's  consent to (x)  commencement  of any proceeding  against
Maker under any bankruptcy or insolvency law or (y) a general assignment for the
benefit of Maker's  creditors  or (z) the  appointment  of a receiver  of any of
Maker's property; or

         (iv)  Commencement  by a third party of any  proceeding  against  Maker
under any bankruptcy or insolvency law or appointment of a receiver for any part
of Maker's  property  without Maker's  consent,  if such proceeding has not been
discharged or appointment rescinded within one hundred twenty (120) days.

         Notwithstanding  anything to the contrary  herein,  no Event of Default
shall  occur or shall be  deemed  to  occur,  unless  and  until (i) an Event of
Default  (as that term is  defined  in the 2000  Convertible  Debt)  shall  have
occurred in accordance  with the terms and  conditions  of the 2000  Convertible
Debt, to the extent then outstanding; and (ii) an Event of Default (as that term
is  defined  in the  First  2002  Convertible  Notes)  shall  have  occurred  in
accordance with the terms and conditions of the First 2002 Convertible Notes, to
the extent then outstanding.


<PAGE>

         No  waiver  by  Holder  of  any  payment  or  other  right  under  this
Convertible Note shall operate as a waiver of any other payment or right, and no
waiver shall be valid  unless and until in writing and signed  either by (i) the
Holder or (ii) the  holders of more than fifty  percent  (50%) of the  aggregate
outstanding principal amount of all Convertible Notes. This Convertible Note may
not be modified or  terminated  orally but only by  agreement  or  discharge  in
writing and signed by either (i) the Holder of this  Convertible Note and Maker,
or (ii) the  holders  of more than  fifty  percent  (50%) of the then  aggregate
principal amount of all Convertible Notes and Maker. Except as set forth herein,
the Holder of this Convertible Note shall not have the right to sell,  assign or
otherwise transfer this Convertible Note or, prior to registration  thereof, the
underlying Common Stock,  without the prior written consent of Maker in its sole
discretion.  Nothing  contained  in this  Convertible  Note  shall be  deemed to
prohibit or otherwise  restrict any voluntary  inter vivos  transfer by a Holder
who is a natural person of all or a portion (in aggregate  principal  amount not
less than Fifty  Thousand  Dollars  ($50,000))  of this  Convertible  Note to an
individual  retirement account or in trust for the primary benefit of any or all
of such Holder, his or her spouse or the respective parents, siblings,  children
or grandchildren (whether by blood or adoption)  (collectively "Family Members")
or to a family  partnership,  limited  liability Maker or corporation,  in which
only such Holder,  his or her spouse or their Family  Members are the  partners,
members or shareholders, as applicable (collectively, "Estate Planning Entity"),
provided  that any such interest so  transferred  to an Estate  Planning  Entity
shall  remain  subject  to the  provisions  of  this  Convertible  Note  and the
transferee shall comply with all terms herein.

7. MISCELLANEOUS.

         7.1. THIS CONVERTIBLE NOTE IS NOT NEGOTIABLE.

         7.2. ATTORNEYS' FEES. In the event Holder shall incur costs,  including
attorneys' fees, in enforcement and collection of this Convertible Note, whether
or not  litigation  is  commenced,  the  prevailing  party  shall be entitled to
reasonable  attorneys' fees and costs incurred in connection  therewith.  In the
event Maker elects to exercise its rights to partially  prepay or partially Call
the  Convertible  Notes,  Maker  shall  do so  among  the  holders  pro  rata in
proportion to the outstanding  aggregate  principal  amounts thereof held by all
the holders.

         7.3. NOTICES. All notices to be given under this Convertible Note shall
be in writing and shall be given either  personally  or by  reputable  overnight
courier  service,  or by  facsimile  with  evidence  of  receipt,  or by regular
first-class mail, or certified mail return receipt  requested,  addressed to the
Maker at the address  shown below,  or to the Holder at the address shown in the
Maker's records,  or at any other address  designated in writing by one party to
the Maker.  All notices  shall be deemed to have been given upon delivery in the
case of notices personally  delivered,  or at the expiration of one (1) business
day following  delivery to the overnight  courier  service,  or two (2) business
days  following  the deposit  thereof in the United  States  mail,  with postage
prepaid or on the first  business  day of receipt in the case of notices sent by
fax.

         7.4.  AMENDMENT;  SUCCESSORS  AND ASSIGNS.  Subject to Section 6 above,
which  authorizes  modifications  or  amendments  upon approval of Maker and the
holders of more than fifty percent (50%) of the then aggregate  principal amount
of all Convertible  Notes, this Convertible Note may not be modified or amended,
nor may any rights hereunder be waived,  except in a writing signed by the party
against  whom  enforcement  of  the  modification,  amendment  or  waiver.  This
Convertible  Note shall be binding  upon and shall inure to the benefit of Maker
and its  successors and assigns and shall be binding upon and shall inure to the
benefit of the Holder and, subject to Section 7.1 above,  the Holders  permitted
assigns, heirs, and legal representatives.

         7.5.  GOVERNING  LAW. This  Convertible  Note shall be governed by, and
shall be construed  and  enforced in  accordance  with the internal  laws of the
State of California, without regard to conflicts of laws principles.

IN WITNESS WHEREOF,  the Maker has executed this Convertible Note as of the date
and at the place first written above.

                          MAKER:

                          Advanced Biotherapy, Inc.
                          a Delaware corporation


                          By:
                                   --------------------------------------------
                                   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>




                               ELECTION TO CONVERT

The  undersigned  Holder  of  the  within  Convertible  Note  hereby  surrenders
$______________  of the  aggregate  principal  amount  of such  instrument,  and
$______________  of the aggregate accrued interest thereon,  for conversion into
shares of Common  Stock,  $0.001 par value,  of Advanced  Biotherapy,  Inc.,  in
accordance  with the terms and  conditions  set  forth in the  Convertible  Note
above,  and hereby  requests that such shares  issuable upon such  conversion be
issued to the undersigned, and delivered to the following address:

           Address to which Shares of Company Common Stock are to be delivered:

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

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

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


                                  HOLDER


                                  ------------------------------------------
                                  Signature - Same as Registered Holder


                                  ------------------------------------------
                                  Print or Type Name

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>4
<FILENAME>ex-10_13.txt
<TEXT>



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;


<PAGE>

                  (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);


<PAGE>

                           (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

<PAGE>

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


<PAGE>

                  (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









</TEXT>
</DOCUMENT>
</SUBMISSION>
