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                        Exhibit 10.2 Forbearance Agreement dated March 11, 2003,
                        by and between ISI, GP Strategies Corporation and the
                        Company

                      FORBEARANCE AND SETTLEMENT AGREEMENT

      THIS  FORBEARANCE  AND SETTLEMENT  AGREEMENT  ("Agreement")  is made as of
March __, 2003, among Interferon Sciences, Inc., a Delaware corporation, with an
office at 783 Jersey Avenue,  New  Brunswick,  New Jersey 08901  ("Debtor"),  GP
Strategies Corporation, a Delaware corporation with an office at 777 Westchester
Avenue,  4th Floor,  White  Plains,  New York 10604  ("Lender")  and  Hemispherx
Biopharma,  Inc., a Delaware corporation,  with an office at 1617 JFK Boulevard,
Suite 660, Philadelphia, Pennsylvania 19103 ("HEB").

                                   BACKGROUND:

      A. As of December 31, 2002, Debtor was indebted to Lender in the amount of
approximately  $ 415,000 (the "Existing  Debt")  pursuant to the provisions of a
Promissory  Note,  dated April 15, 1999, as amended on March 27, 2000 and August
23, 2001 (the "Note");

      B. The Existing Debt is currently due and owing without offset,  deduction
or counterclaim whatever. Lender is entitled to exercise all rights and remedies
available to it under the Note and in accordance with  applicable  law,  without
necessity of further notice or demand.

      C. Debtor has granted and conveyed to Lender a mortgage, dated as of April
15,  1999  (the  "Mortgage"),  upon all of the real  property  and  improvements
thereon  owned by Debtor (the  "Property")  as security for the repayment of the
Existing Debt.

      D. Lender has agreed to accept a settlement of all  obligations  of Debtor
to Lender,  including  the  Existing  Debt;  and has agreed to provide  Debtor a
period  of time to raise  such  funds,  on the terms  and  conditions  set forth
herein.

      NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby agree as follows:

1.    The foregoing recitals are hereby incorporated into this Agreement by this
      reference.

2.    Debtor  acknowledges  that as of the date  hereof,  the  Existing  Debt is
      approximately  $415,000,  all of which is due and  payable  by  Debtor  to
      Lender without  defense,  setoff or  counterclaim  (to the extent that any
      such defense,  setoff or  counterclaim  now exists or heretofore  existed,
      Debtor  hereby  expressly  waives  and  releases  same).   Debtor  further
      acknowledges that interest will continue to accrue on the Existing Debt in
      accordance with the terms of the Note.


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3.    During the period from the date hereof through the earlier of (i) the date
      which is 10 days  prior to the date (the  "Redemption  Date") the court in
      the  Case  entitled  Sass  sets  for  redemption  of the  outstanding  tax
      certificates (provided;  however, if ISI receives notice of the Redemption
      Date and prior to the date which is 10 days prior to the  Redemption  Date
      the case is terminated with  prejudice,  this Section 3 (i) shall be of no
      force of  effect),  (ii) May 31,  2003,  and (iii) the date of an Event of
      Default  (the  "Forbearance  Period"),  Lender  agrees to  forbear  in the
      exercise  of the rights and  remedies  available  to Lender as a result of
      defaults under the Note.

4.    At any time during the Forbearance Period, HEB shall have the right to pay
      Lender $425,000 in HEB common stock, par value $.001 per share,  under the
      terms set forth on Exhibit A attached  hereto,  in full  settlement of all
      obligations of Debtor to Lender,  including the Existing Debt.  Debtor and
      Lender shall  exchange  general  releases at the time of any such payment,
      and  Lender  shall  promptly  take all  actions as shall be  necessary  or
      desirable  to release  its liens on the  property  of Debtor.  On the date
      hereof,  Debtor is selling its inventory to HEB and granting HEB a license
      to sell ALFERON N Injection. As partial compensation for the inventory and
      the license, Debtor shall receive 487,000 shares (the "ISI Shares") of HEB
      common stock. HEB is obligated to register the resale of the ISI Shares on
      a  Form  S-3  Registration  Statement.  For a  period  commencing  on  the
      effective date of the Registration  Statement and ending on the earlier of
      (a)  the  date 90  days  after  the  effective  date  of the  Registration
      Statement and (b) the date on which the  registration  statement  covering
      the  shares  issued to the  Lender,  described  in  Exhibit  A hereof,  is
      declared effective, Debtor agrees to pay Lender, within 10 days of the end
      of each calendar  month,  15% of the net proceeds Debtor receives from the
      sale of the ISI Shares. Any proceeds paid by Debtor to Lender shall reduce
      the amount  required to be paid by HEB to Lender  under (ii) above and HEB
      shall issue to Debtor the number of shares of HEB common stock which would
      have  otherwise  been issued to Lender.  Any such shares  issued to Debtor
      shall  have all the  benefits  of and be  subject  to all of the terms set
      forth in Exhibit A attached hereto.

5.    Upon the  expiration of the  Forbearance  Period,  if HEB has not made the
      payment contemplated by Section 4, the Note, plus accrued interest,  shall
      be  immediately  due and  payable  in full  and  Lender  shall  be free to
      exercise  all rights and  remedies  available  to it without  necessity of
      notice or demand to any party.  Debtor  expressly  acknowledges and agrees
      that Lender (i) has made no legally binding commitments with regard to the
      further  forbearance in the exercise of its rights and remedies;  and (ii)
      is  not  legally   obligated  to  further  modify  or  amend  the  payment
      obligations of Debtor under the Note.

6.    An "Event of Default" shall exist hereunder (a) if any decree or order for
      relief is entered by a court having  jurisdiction in respect of the Debtor
      in an  involuntary  case  under the  federal  bankruptcy  laws,  as now or
      hereafter  constituted,  or under any other  applicable  federal  or state
      bankruptcy,  insolvency  or other  similar law, or if there is appointed a
      receiver,  liquidator,  assignee,  custodian,  trustee,  sequestrator  (or
      similar  official) of Debtor or for any substantial  part of its property,
      or  ordering  the  winding-up  or  liquidation  of  its  affairs  and  the
      continuance  of any such  decree or order  unstayed  and in  effect  for a
      period  of  sixty  (60)  consecutive  days or (b) if a  voluntary  case is
      commenced  by  the  Debtor  under  the  federal  bankruptcy  laws,  as now
      constituted or hereafter


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      amended,  or under  any  other  applicable  federal  or state  bankruptcy,
      insolvency or other similar law, or if Debtor  consents to the appointment
      of or taking  possession  by a receiver,  liquidator,  assignee,  trustee,
      custodian,  sequestrator  (or other similar  official) of Debtor or of any
      substantial  part of its property,  or if Debtor makes any  assignment for
      the benefit of creditors.

7.    Except as expressly set forth herein with respect to Lender's  forbearance
      during  the  Forbearance  Period  and  Lender's  agreement  to settle  all
      obligations of Debtor to Lender, including the Existing Debt in accordance
      with the  terms of this  Agreement,  the Note  remains  in full  force and
      effect in accordance with its terms.

8.    This Agreement  shall be governed by and construed in accordance  with the
      laws of the State of New Jersey.

9.    This  Agreement  shall be  binding  upon and inure to the  benefit  of the
      parties hereto and their respective successors and assigns.

10.   The rights and  remedies  set forth  herein,  or in any other  document or
      agreement  referenced herein, to be vested in or conferred on Lender shall
      be cumulative and shall be in addition to and not in substitution of or in
      derogation  of the  rights  and  remedies  conferred  upon  Lender  by any
      applicable law.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

                                   DEBTOR:

                                   INTERFERON SCIENCES, INC.

                                   By:
                                          --------------------------------------
                                   Name:  Lawrence M. Gordon
                                          --------------------------------------
                                   Title: Chief Executive Officer
                                          --------------------------------------

                                   LENDER:

                                   GP STRATEGIES CORPORATION

                                   By:
                                          --------------------------------------
                                   Name:  Scott N. Greenberg
                                          --------------------------------------
                                   Title: President
                                          --------------------------------------

                                          HEMISPHERX BIOPHARMA, INC.

                                     By:
                                          --------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                          --------------------------------------


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EXHIBIT A

As set forth in Section 4 of the Forbearance Agreement, HEB shall have the right
to (i) deliver to the Lender,  common stock,  par value $.001 per share,  of HEB
(the "HEB common  stock") with a Market Value (as defined below) of $425,000 and
(ii) a guaranty,  in the manner and for the period hereinafter provided, in full
satisfaction of all of the Debtor's obligations to the Lender. The date on which
HEB  delivers  the HEB common  stock to the Lender  shall be  referred to as the
"Settlement  Date." The  Market  Value per share of HEB  Common  Stock  shall be
$1.59.  The shares of HEB common stock delivered to the Lender on the Settlement
Date shall be referred to as the "Settlement Shares."

Within 30 days of the Settlement Date, but not prior to the effectiveness of the
registration  statement covering the shares of HEB common stock issued by HEB in
connection  with  the  sale of  Debtor's  inventory  to HEB,  HEB  shall  file a
registration  statement  (the  "Registration  Statement")  on Form  S-3 with the
Securities and Exchange Commission registering the Settlement Shares for resale,
and use its best efforts to have the Registration  Statement  declared effective
within 90 days after the Settlement  Date.  HEB agrees to keep the  Registration
Statement  effective  until the earlier of the date (i) which is two years after
the Settlement Date and (ii) Lender does not own any Settlement Shares.

1.    Commencing on the effective date of the Registration Statement ("Effective
      Date"),  Lender  shall have the right but not the  obligation  to sell the
      Settlement  Shares.  Without the prior written  consent of HEB,  until the
      date (the  "Termination  Date")  which is 18 months  after the  Settlement
      Date, Lender agrees not to sell more Settlement Shares than as provided in
      the following schedule:

      (a) If the closing  price of HEB common  stock on the ASE the  immediately
      preceding  trading day is less than $ 1.50,  Lender can sell the lesser of
      (i) 1,500  Settlement  Shares and (ii) 4.5 % of the current  day's trading
      volume of HEB common stock.

      (b) If the closing  price of HEB common  stock on the ASE the  immediately
      preceding  trading day is greater than or equal to $ 1.50 but less than or
      equal to $ 1.99,  Lender can sell a number of  Settlement  Shares equal to
      the  greater of (i) 1,500  Settlement  Shares and (ii) the lesser of 4,500
      Settlement  Shares and 4.5 % of the current  day's  trading  volume of HEB
      common stock.

      (c) If the closing  price of HEB common  stock on the ASE the  immediately
      preceding  trading day is greater than or equal to $ 2.00 but less than or
      equal to $ 3.00,  Lender can sell a number of  Settlement  Shares equal to
      the  greater of (i) 1,500  Settlement  Shares and


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      (ii) the lesser of 6,000 Settlement  Shares and 4.5 % of the current day's
      trading volume of HEB common stock.

      (d) If the closing  price of HEB common  stock on the ASE the  immediately
      preceding  trading day is greater than $ 3.00, Lender can sell a number of
      Settlement  Shares equal to the greater of (i) 1,500 Settlement Shares and
      (ii) the lesser of 9,000 Settlement  Shares and 4.5 % of the current day's
      trading volume of HEB common stock.

2.    If on the  Termination  Date,  the Lender has not sold all the  Settlement
      Shares;  Lender  shall,  for a period of 30 days  commencing  on the first
      anniversary  of the  Settlement  Date,  have the right to  deliver  to HEB
      evidence  of the  number of  Settlement  Shares  which it still owns and a
      request for the guaranty ( the "Guaranty  Notice").  Within 10 days of the
      receipt by HEB of the Guaranty Notice, HEB shall pay to Lender in cash, an
      amount  (the  "Guaranty   Payment")  equal  to  the  product  received  by
      multiplying  (i) the number of  Settlement  Shares which remain unsold and
      (ii) the Market  Value.  Simultaneously  with the receipt of the  Guaranty
      Payment,  Lender  shall  execute a stock  power  transferring  the  unsold
      Settlement  Shares to HEB. In the event HEB does not receive the  Guaranty
      Notice within 30 days of the  Termination  Date,  the Guaranty  Obligation
      shall be conclusively deemed null and void.

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