EXHIBIT 10.15

                            ADVANCED BIOTHERAPY, INC.

                 2005 SUBORDINATED CONVERTIBLE PAY-IN-KIND NOTE
                             DUE SEPTEMBER 30, 2009

Maximum Principal Amount                                 Dated:  May ____, 2005
$_______________________                                 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."

This promissory note known as "2005 Subordinated Convertible Pay-In-Kind Note
due September 30, 2009 (the "Convertible Note") is in the maximum principal
amount of _______________ Dollars ($_________ ) together with interest at the
rate of twelve percent (12%) per annum accruing from the Funding Date on the
unpaid principal balance. In determining its obligations to repay principal and
interest under the Convertible Note, Advanced Biotherapy, Inc., a Delaware
corporation ("Maker") shall be entitled to rely on the appropriate entries for
advances of principal in total amount not to exceed ______________Dollars
($________ ) reflected on the most recently annotated and initialed Schedule 1
in the form attached and incorporated by reference herein on which
______________ ("Holder") has duly recorded, from time to time during the term
of the Note. Holder shall, upon five (5) business days' notice from Maker,
advance to Maker in immediately available funds the amount of principal as set
forth in Maker's notice, subject to the foregoing maximum aggregate principal
amount.

For value received, the undersigned Maker hereby promises to pay to Holder the
maximum 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 from time to
time on which Maker shall have received from the Holder advances of principal in
immediately available funds. Principal and interest shall be payable in lawful
money of the United States, except as otherwise provided herein. Payments


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<PAGE>


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 2005 Subordinated Convertible Pay-In-Kind Notes due September 30, 2009
(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, 2009, 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
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 Amended Investor Rights Agreement dated
May ___, 2005, 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 2002 Subordinated Convertible Pay-In-Kind Notes due June 1, 2006
("2002 Convertible Notes Due 2006"), and (ii) the


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2003 Subordinated Convertible Pay-In-Kind Notes due September 30, 2007 ("2003
Convertible Notes Due 2007").

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 Ten and
One-Half Cents ($0.105) ("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 Ten and
One-Half Cents ($0.105) 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, 2005, 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, (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, 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 2003
Convertible Notes due 2007, or (vii) 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.

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


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<PAGE>


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


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<PAGE>


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
"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 2002 Convertible Notes Due 2006; or (i) upon consent of
the holders of greater than fifty percent (50%) of the aggregate outstanding
principal amount of all 2003 Convertible Notes Due 2007; 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 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


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<PAGE>


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.

      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.


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<PAGE>


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 2002 Convertible Debt Due 2006) shall have occurred
in accordance with the terms and conditions of the 2002 Convertible Debt Due
2006, to the extent then outstanding; and (ii) an Event of Default (as that term
is defined in the 2003 Convertible Notes Due 2007) shall have occurred in
accordance with the terms and conditions of the 2003 Convertible Notes Due 2007,
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 (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


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<PAGE>


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.


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<PAGE>


      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


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<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


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<PAGE>


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                                   SCHEDULE 1
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<TABLE>
<CAPTION>

                   PRINCIPAL*                 INTEREST*             ACCUMULATED*
   DATE      ADVANCES OR REPAYMENTS      ACCRUALS OR PAYMENTS       BALANCE DUE*
                                                                  ON DATE OF ENTRY
<S>         <C>                        <C>                        <C>
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</TABLE>


--------------------------------
*Unless otherwise stated, all entries are in United States American Dollars


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