Amendment to the Engagement Agreement By and
Between Hemispherix Biopharama Inc. and Robert E.
      Peterson, an individual


Hemispherix Biopharma, Inc. ("the Company") a Delaware
Corporation and Robert E. Peterson, an individual, agree to
amend the Engagement Agreement dated April 15, 1998 by
and between the parties as follows:

1. Article 2 is to be deleted as written and amended to
read:

"This Agreement shall expire on April 30, 2002 subject to
being amended by both parties and subject to the
provisions of Article 7 herein provided.

2. All other provisions of the Engagement Agreement are to
remain in full force and effect.

As an individual to enter into this extension of the Engagement
Agreement, the Company grants Robert E. Peterson the rights
to 30,000 warrants to purchase the Company's common stock.
Such warrants are to be for a term of ten years with an exercise
price of $5.00 (five dollars) per share.  Robert E. Peterson or
his heirs are to have the right to exercise these or any other
stock options/warrants previously granted and vested at any
time during their term without any restrictions.

IN WITNESS WHEREOF, the parties hereto have set their
respective hands and seals as of the date noted below:

		           HEMISPHERIX BIOPHARMA, INC.

		           By: /s/ Ransom W. Etheridge DATE:4/01/01
                                   -------------------
                                   Ransom W. Etheridge
				   Secretary


			   By: /s/ Robert E. Peterson  DATE:4/01/01
                               -----------------------
                                   Robert E. Peterson
				   An Individual