ADVANCED BIOTHERAPY INC
<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>
