<PAGE>



                                                                     EXHIBIT 4.2

                            ADVANCED BIOTHERAPY, INC.

                 2002 SUBORDINATED CONVERTIBLE PAY-IN-KIND NOTE
                                DUE JUNE 1, 2006

$                                                       Dated: November 14, 2002
                                                        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 and one-half percent (12-1/2%) 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) designated as its 2002 Subordinated
Convertible Pay-In-Kind Notes due June 1, 2006 (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, and except that
this Convertible Note accrues interest at the rate of 12.5% per annum rather
than 11% per annum.

Interest is payable semi-annually on June 30 and December 31 (such date an
"Interest Payment Date") of each year at a rate of eleven percent (11%) 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

                                       1
<PAGE>
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, with
the prior written consent of the Holder and to the extent such consent has not
been revoked as to future delivery, 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 Holders to whom such interest is due. The
outstanding principal balance together with accrued and unpaid interest is due
and payable in cash on June 1, 2006. This Convertible Note may be prepaid, in
whole or in part, at any time, and from time to time, without 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 PIK Note is an additional obligation of the Maker and shall be governed by
and entitled to the benefits of, and shall be subject to the terms of that
Investor Rights Agreement, a copy of which has been presented to Holder. Each
Convertible 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,
aggregate principal amount) and shall rank pari passu with both the Company's
10% Convertible Subordinated Debt due September 30, 2004 ("2000 Convertible
Debt") and the Company's 2002 Subordinated Convertible Pay-In-Kind Notes due
September 30, 2004 ("First 2002 Convertible Notes").

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

                                       2
<PAGE>

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 First 2002 Notes; or (vii)
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
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 mean 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

                                       3
<PAGE>

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 promissory notes
or other debt, in such amounts as the Maker shall determine, which indebtedness,
including principal and interest, at all times ranks 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 "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

                                       4
<PAGE>

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
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 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 or 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 of 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.



                                       5
<PAGE>

         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.

         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 knowledgeable 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

                                       6
<PAGE>

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 Notes) shall have occurred in accordance with the
terms and conditions of the First 2002 Notes, to the extent then outstanding.

         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 Holder or Maker of this Convertible Note, or by the
holders of more than fifty percent (50%) of the then aggregate principal amount
of all Convertible Notes. 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. This Convertible Note shall inure
to the benefit of the parties and their respective permitted successors,
assigns, heirs and legal representatives.

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 the Maker elects to exercise its rights to partially prepay or partially
Call the Convertible Notes, Maker shall do so among the

                                       7
<PAGE>

holders pro rata in proportion to the outstanding aggregate principal amounts
thereof held by 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. 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 the parties hereto and their respective successors and
assigns.

         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



                                       8
<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.

                                         HOLDER

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



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

                                       9