Unassociated Document


    
      EXHIBIT
        10.26

       

    

    SUBSCRIPTION
      AGREEMENT 

    


    December
      18, 2007

    


    Advanced
      Biotherapy, Inc.

    141
      West
      Jackson, Suite 2182

    Chicago,
      Illinois 60604

    
      
        	
                Attention:

              	
                Christopher
                  W. Capps,

              
	
                 

              	
                Chief
                  Executive Officer

              


      

    

    
    

    Gentlemen:

     

    The
      undersigned (“Investor”) hereby agrees to invest Two Million Dollars
      ($2.000,000.00) in Advanced Biotherapy, Inc., a Delaware corporation (“Company”)
      to purchase shares of Company common stock, $0.001 par value (“Common Stock”) at
      a purchase price of $0.011 per share of Common Stock, for an aggregate of
      181,818,182 shares of Common Stock (the “Shares”), subject to the terms and
      conditions herein.

     

    A.  Irrevocable
      Subscription.
      The
      subscription by the Investor set forth in this Agreement is irrevocable by
      the
      Investor, but will not constitute an agreement between the Company and the
      Investor until this Agreement is accepted and executed by the Company, and,
      if
      not so accepted, the subscription and obligations of the Investor will
      terminate.

     

    B.  Investor
      Representations.
      Recognizing that the Company will be relying on the information and on the
      representations and warranties set forth herein, the Investor hereby represents
      and warrants to, and covenants, with the Company as follows:

     

    1.  The
      Investor is purchasing the Shares in his own name, and for his own account
      for
      investment purposes, and not with an intent to sell, or for sale in connection
      with any distribution of such Shares.

     

    2.  The
      Investor has no present intention, and has not agreed, to give any person any
      legal or beneficial interest in or right with respect to the Shares or right
      in
      the future.

     

    3.  The
      Investor hereby represents that no other person or entity has any legal or
      beneficial interest in or right with respect to the Shares.

     

    4.  The
      Investor acknowledges and understands that as of November 30, 2007, the Company
      has authorized 2,000,000,000 shares of Common Stock, of which 985,803,758 shares
      of Common Stock are issued and outstanding, excluding outstanding options and
      warrants. The Company also has authorized 20,000,000 shares of preferred stock,
      none of which has been issued as of November 30, 2007.

     

    5.  The
      Investor understands that the Shares have not been registered under the federal
      Securities Act of 1933, as amended (“Securities Act”), or qualified under
      Delaware or Illinois state securities laws, and that any disposition of the
      Shares is subject to restrictions imposed by federal and state law.

     

    
      
        
        

      

      
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    6.  The
      Investor understands that he cannot dispose of any or all of the Shares absent
      registration and qualification, or an available exemption from registration
      and
      qualification, that the instrument or certificate, if any, evidencing the Shares
      will bear a legend reflecting these (and any other) restrictions on transfer,
      and that the Company need not recognize or register any transfer unless the
      Investor provides evidence satisfactory to the Company (which may, at the
      Company's discretion, require an opinion of counsel satisfactory in form and
      substance to the Company) that all restrictions on and conditions to transfer
      are satisfied.

     

    7.  The
      Investor understands that no government official including, without limitation,
      the Delaware Division of Corporations, has made any finding or determination
      relating to the fairness of the sale of the Shares offered by the Company and
      that such governmental agencies have not and will not recommend or endorse
      the
      Shares.

     

    8.  The
      Investor understands that the Company has no obligation to the Investor to
      register any of the Shares under federal or state law for resale or
      distribution. The Investor understands that the Shares are “restricted
      securities” under applicable U.S. federal and state securities laws and that,
      pursuant to these laws, the Investor must hold the Shares indefinitely unless
      such Shares are registered with the Securities and Exchange Commission and
      qualified by state authorities, or an exemption from such registration and
      qualification requirements is available. The Investor further acknowledges
      that
      if an exemption from registration or qualification is available, it may be
      conditioned on various requirements including, but not limited to, the time
      and
      manner of sale, the holding period for the Shares, and on requirements relating
      to the Company which are outside of the Investor’s control, and which the
      Company is under no obligation and may not be able to satisfy.

     

    9.  The
      Investor understands that the Company has not agreed with the Investor to comply
      with the public information or other provisions of Rule 144 or any other
      exemption under federal or state law respecting the resale or other transfer
      of
      the Shares.

     

    10.  The
      Investor has not seen or received any advertisement or general solicitation
      with
      respect to the sale of the Shares.

     

    11.  In
      deciding whether to acquire the Shares, the Investor has relied exclusively
      upon
      consultation with the Investor’s respective legal, financial and tax advisors
      with respect to acquisition of the Shares pursuant to this Agreement, and the
      information concerning the Company set forth in the Disclosure Documents (as
      defined below) including, without limitation, the section captioned “Factors
      That May Affect The Company” set forth in the Company’s Form 10-KSB for the year
      ended December 31, 2006. The Investor is satisfied with its business review
      of
      the Company, and has received satisfactory information and answers to the extent
      Investor availed itself of the opportunity to consult its own legal, financial
      and tax advisors regarding the Company and the Investor’s investment in the
      Shares.

     

    12.  The
      Investor hereby acknowledges that he has had access to and has reviewed the
      following (collectively the “Disclosure Documents”): (i) the Company’s Annual
      Report on Form 10-KSB for the year ended December 31, 2006, including, without
      limitation, the section captioned “Factors That May Affect The Company”
regarding risk factors associated with an investment in the Company, (ii) the
      Company’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 2007,
      June 30, 2007, and September 30, 2007, respectively, and (iii) the Company’s
      Form 8-Ks filed during calendar year 2007, all as filed with the Securities
      and
      Exchange Commission (“SEC”). In making this investment, the Investor has not
      relied upon any information not included in the Disclosure Documents. Copies
      of
      the Disclosure Documents may be inspected and copied at the public reference
      facilities maintained by the Securities and Exchange Commission at 450 Fifth
      Street, N.W., Washington, D.C. 20549. Copies of these materials also can be
      obtained by mail at prescribed rates from the Public Reference Section of the
      Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
      20549 or by calling the Securities and Exchange Commission at 1-800-SEC-0330.
      The Securities and Exchange Commission maintains a website that contains
      reports, proxy statements and other information regarding the Company. The
      address of the Securities and Exchange Commission website is
      http://www.sec.gov.

     

    
      
        
        

      

      
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    13.  The
      Investor acknowledges that the audited financial statements of the Company
      as of
      and for the years ended December 31, 2006, and 2005, together with the report
      thereon by Williams & Webster, P.S. do not reflect any events subsequent to
      December 31, 2006, except as reflected in the notes to such financial
      statements.

     

    14.  By
      reason
      of the business and financial experience of the Investor, including without
      limitation Investor’s experience as an investment banker and Investor’s
      extensive experience investing for his own account in publicly traded
      securities, the Investor is capable of evaluating the merits and risks of this
      investment and of protecting its own interests in connection with this
      investment. The Investor is aware that an investment in the Company involves
      a
      high degree of risk.

     

    15.  The
      Investor is the Chairman of the Board, a director, and the holder of a majority
      of the issued and outstanding shares of Common Stock of the
      Company.

     

    16.  In
      reaching the decision to invest in the Shares, the Investor has carefully
      evaluated its financial resources and investment position and the risks
      associated with this investment, and acknowledges that he is able to bear the
      economic risks of this investment.

     

    17.  Investor
      understands that the Shares of Common Stock may bear the following legends,
      among others:

     

    (a)  “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH
      A
      VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE
      OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
      RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE MAKER
      THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
      1933.”

     

    (b)  Any
      legend required by the blue sky laws of any state to the extent such laws are
      applicable to the shares represented by the certificate so
      legended.

     

    18.  The
      Investor represents to the Company that (a) the information contained herein
      is
      complete and accurate and may be relied upon by it and (b) Investor will notify
      the Company it immediately of any material adverse change in any of such
      information.

     

    C.  Survival
      of Representations; Reliance.
      The
      representations, warranties and agreements contained herein shall survive the
      execution and delivery of this document and the purchase of the Shares, if
      any.
      The representations and warranties of the Investor may be relied upon by the
      Company and its attorneys.

     

    
      
        
        

      

      
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    D.  Governing
      Law.
      This
      Agreement and all acts and transactions pursuant hereto shall be governed,
      construed and interpreted in accordance with the laws of the State of Delaware,
      without giving effect to principles of conflicts of laws.

     

    E.  Arbitration.
      In the
      event of any controversy, dispute or claim arising out of or related to this
      Agreement, or the interpretation, breach, termination or validity hereof, the
      parties shall submit such controversy, dispute or claim to binding arbitration
      hereunder. All arbitration proceedings pursuant to this Section shall take
      place
      in Cook County, State of Illinois, and shall be before a retired judge selected
      from the Judicial Arbitration and Mediation Services (“JAMS”) or such other
      arbitrator as the parties shall mutually agree upon. In the event that the
      parties are unable to agree upon the selection of an arbitrator, any party
      may
      request the presiding judge of the United States District Court or the Illinois
      state court, in each case located in Chicago, Illinois, to appoint such
      arbitrator. Arbitration of the dispute shall commence no later than thirty
      (30)
      days after the selection or appointment of such arbitrator. The arbitrator
      shall
      be bound by the express terms of this Agreement and shall endeavor to reach
      his
      decision as quickly as possible, which decision shall be final and binding
      on
      the parties to this Agreement. The arbitrator shall also have the power to
      award
      costs and expenses (including, without limitation, reasonable attorneys' fees)
      to the prevailing party. Application to enforce the arbitrator's decision can
      be
      made in any court or other tribunal of competent jurisdiction. The arbitration
      procedures of JAMS located in Cook County, Illinois shall control.

     

    The
      undersigned Investor irrevocably commits to the purchase of the amount of Shares
      and hereby delivers to the Company, by wire transfer or check made payable
      to
“Advanced Biotherapy, Inc.” the Purchase Price for the Shares.

    


    Shares
      of
      Common Stock 181,818,182

    


    Total
      Purchase Price US$ 2,000,000.00

    


    Forms
      of Ownership.
      The
      Investor requests the following form of ownership for the Shares.

    

      
        	 	          
                	 	
                Individual
                  (one signature required)

              
	 	 	 	 
	 	        
	 	
                Joint
                  Tenants with right survivorship (both parties must
                  sign)

              
	 	 	 	 
	 	        
	 	
                Trust
                  (signature of trustee and additional signatories if required by
                  trust
                  instrument)

              


      

    

    
      
        	 	 
	      
	 
	
                Please
                  PRINT the exact name (registration) that Investor

              	 
	
                desires
                  for the Shares.

              	 


      

    

    
    

    SIGNATURES
      CONTINUED ON FOLLOWING PAGE

     

    
      
        
        

      

      
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              INVESTOR

            	 
	 	 
	       
	 
	
              Signature

            	 
	 	 
	       
	 
	
              Social
                Security Number

            	 
	 	 
	        
	 
	
              Print
                or Type Name

            	 
	 	 
	
              Executed
                at:

            	 
	 	 
	        
	 
	
              City  
                State 
                Zip

            	 
	 	 
	
              this
                18th day of December, 2007

            	 


    

    
      	 	 	 
	 	 
	 	
              ACCEPTED
                AND APPROVED BY COMPANY

              AS
                TO  181,818,182
                SHARES OF COMMON STOCK AT AN AGGREGATE PURCHASE PRICE OF
                

              US$
                2,000,000.00

            
	 	 
	 	Advanced
              Biotherapy, Inc.,
              a
                Delaware corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              Christopher W. Capps, President and CEO
	 	Date:
              


    

     

    
      
        
        

      

      
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